- Current report filing (8-K)
February 19 2010 - 12:15PM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported)
|
February
18, 2010
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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
|
|
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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|
|
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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):
|
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
Item
5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of
Certain
Officers.
On
February 18, 2010, the Board of Directors of FelCor Lodging Trust Incorporated
approved the following changes to FelCor’s annual incentive
programs:
Performance
Criteria for Incentive Compensation
FelCor’s
Board of Directors and the Compensation Committee consider performance in
connection with determining compensation of employees, including executive
officers. Actual performance in a year is used to determine (i) annual cash
bonus payable in respect of that year under the annual cash incentive program,
(ii) performance-based vesting of restricted stock granted prior to 2009 and
(iii) the shares of restricted stock to be granted in the current year, based
upon prior year performance, pursuant to FelCor’s annual equity incentive
program.
Previously,
FelCor assessed performance exclusively by reference to achievement of a
financial metric (e.g., adjusted funds from operations per share of common
stock) along a pre-determined scale of performance relative to a targeted level,
ranging from a threshold, or doable, level up to a superior, or stretch, level
of performance. For 2010 and subsequent years, as is common with many of
FelCor’s peer Lodging REITs, the Board of Directors determined that assessing an
employee’s performance should take into consideration achievement of financial
and non-financial corporate goals and individual performance goals relative to
pre-determined objectives (weighted, as components of overall target, in order:
50%, 25% and 25%). Each of the categories will be independently reviewed for
achievement along the scale of performance from doable to target to stretch
levels. The Board of Directors made this determination in recognition that
simply focusing on financial performance over a single year without regard to
other achievements in that year that contribute toward long-term strategic
objectives and goals, as determined by the Board of Directors, was too narrow an
approach to the overall evaluation of performance by the management team. In
addition, the Board of Directors will establish a lower threshold level (below
the doable level) of financial performance every year below which no employees
will be eligible to receive non-discretionary cash bonuses in respect of such
year for any of these categories.
The
foregoing summary is qualified in its entirety by the description of FelCor’s
performance-based incentive compensation program contained in Exhibit 10.1
to this Current Report.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(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 of this form:
Exhibit
Number
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Description
of Exhibit
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10.1
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Description
of Annual Incentive Compensation Programs
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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: February
19, 2010
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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
Exhibit
Number
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Description
of Exhibit
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10.1
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Description
of Annual Incentive Compensation Programs
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