UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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December
28, 2009
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FelCor
Lodging Trust Incorporated
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(Exact
name of registrant as specified in its charter)
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Maryland
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001-14236
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75-2541756
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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545
E. John Carpenter Frwy., Suite 1300
Irving,
Texas
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75062
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(972)
444-4900
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(Former
name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (
see
General Instruction
A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 – Corporate Governance and Management
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Item
5.02
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Departure of Directors or
Certain Officers/Election of Directors; Appointment of Certain
Officers;
Compensatory Arrangements of
Certain
Officers.
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On
December 28, 2009, at the recommendation of FelCor’s compensation committee,
FelCor’s Board of Directors approved the following actions with respect to
executive compensation:
Alternative
Grants of Restricted Cash
The
committee approved certain changes with respect to restricted cash awards made
in lieu of restricted stock grants made in 2009. In 2009, the
committee determined that because the remaining shares under equity compensation
plans were originally intended to be sufficient for three more years, it would
grant only one-third of those shares in 2009, which it believed would be
consistent with the stockholders’ original expectations. At the same time, given
that the program contemplated that grantees would be granted shares of
restricted stock having a set value, as of the grant date, the committee
determined that the difference in the value of the shares granted in 2009 to
each grantee and the value of the restricted stock that would have customarily
been granted under normal conditions would be made up with cash payments. These
cash payments were contingent obligations and would be paid by the Company in
accordance with the same vesting and forfeiture provisions applicable to the
restricted stock grant program and existing change in control and severance
agreements. Consequently, the cash payment obligation is contingent upon
continued employment and not payable until the scheduled vesting dates beginning
in 2010. The committee determined subsequently that deferral of such
cash payments in lieu of granting restricted stock deprived our officers of the
incremental value that they would have obtained as the price of our common stock
has recovered. Accordingly, the committee adopted the following
changes to the 2009 grants of restricted cash and also determined that such
revised restricted cash program would also be applicable for 2010 grants in lieu
of the annual grants of restricted stock:
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Deferred
cash payments granted in 2009 and scheduled to vest in 2011 and 2012 will
be paid currently but remain subject to restrictions; in particular, those
funds, or the securities purchased with those funds (only cash equivalents
and/or FelCor securities are permitted), will be subject to a “claw-back”
agreement that substantively mirrors the remaining vesting schedule (
i.e.
, the claw-back
would expire in 2011 and 2012 with respect to ratable portions of the cash
and/or securities).
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•
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In
the absence of shares available under the Company’s equity compensation
plan sufficient to make normal annual restricted stock grants, additional
cash payments are to be made in 2010 to grantees, with the amount of such
payments being equal to the value of the restricted stock that would
otherwise have been granted; provided that those funds, or the securities
permitted to be purchased with those funds (only cash equivalents and/or
FelCor securities), will be subject to a “claw-back” agreement that
substantively mirrors the customary three-year vesting schedule (
i.e.
, the claw-back
would expire in with respect to three ratable portions of the cash and/or
securities March 1st of the next three calendar
years).
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The
committee will take into consideration market conditions, the best
interests of our stockholders and other relevant circumstances in future
years to determine when we will return to our customary annual restricted
stock grant program.
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Grant
of Additional Shares of Restricted Stock
The
committee authorized one-time grants of 400,000 shares of restricted stock to
Richard A. Smith, FelCor’s President and Chief Executive Officer, and 120,000
shares of restricted stock to each of our other named executive
officers. These shares generally vest, subject to continued
employment, in equal increments on January 1, 2012, 2013 and 2014 and are
otherwise governed by the same terms as our annual restricted stock
grants. These grants are designed to ensure that FelCor was at no
competitive disadvantage in terms of retaining its executives and were
determined by the committee to be appropriate under the circumstances and
consistent with the committee’s overall objectives for FelCor’s compensation
program.
The
foregoing description is qualified in its entirety by reference to the full text
of the form of amendment and forms of agreements attached hereto as Exhibits
10.1, 10.2 and 10.3, each of which incorporated by reference
herein.
Section
9 - Financial Statements and
Exhibits
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
.
The following exhibits are deemed to be
filed or furnished, depending on the relevant items requiring such exhibit, in
accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2
to this form:
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Exhibit
Number
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Description
of Exhibit
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10.1
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Form
of Amendment to Employee Stock Grant and Supplemental Long-Term
Compensation Payment
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10.2
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Form
of Restricted Payment Contract
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10.3
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Form
of Employee Stock Grant
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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FELCOR
LODGING TRUST INCORPORATED
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Date: December
29, 2009
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By:
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/s/
Jonathan H. Yellen
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Name:
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Jonathan
H. Yellen
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Title:
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Executive
Vice President,
General
Counsel and Secretary
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
of Exhibit
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10.1
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Form
of Amendment to Employee Stock Grant and Supplemental Long-Term
Compensation Payment
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10.2
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Form
of Restricted Payment Contract
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10.3
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Form
of Employee Stock Grant
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