UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 31, 2021
Date of report (Date of earliest event reported)
Condor Hospitality Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
1-34087
| | 52-1889548
|
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
P.O. Box 153
| | |
| Battle Creek, Nebraska | | 68715
|
| (Address of Principal Executive Offices) | | (Zip Code) |
(301) 861-3305
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
1800 West Pasewalk Avenue, Suite 120, Norfolk, NE 68701
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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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) In connection with the winding-up of the affairs of Condor Hospitality Trust, Inc. (the “Company”) and reducing expenses, six directors have resigned and thereby reduced the size of the Board of Directors from nine members to three members. The following persons resigned as members of the Board of Directors and committees effective December 31, 2021: Thomas Calahan, Matias Gaivironsky, Drew Iadanza, Donald J. Landry, Brendan MacDonald and Saul Zang.
None of the director resignations were due to any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices. Following the resignations, J. William Blackham, Daphne J. Dufresne and Daniel R. Elsztain continue as members of the Board of Directors.
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.
| | Condor Hospitality Trust, Inc. |
| | |
| Date: January 3, 2022 | By: | /s/ Jill Burger |
| | Name: | Jill Burger |
| | Title: | Chief Executive Officer |
