Summit Hotel Properties Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect eight directors nominated by the Board to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Ernst & Young, LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   To ratify the Audit Committee’s selection of Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Advisory (Non-Binding) Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure.

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the Company’s disclosed named executive officer compensation (commonly called a 'say-on-pay'). Management seeks shareholder approval to confirm support for its pay framework, which it describes as designed to attract, retain and motivate executives while aligning their interests with long-term stockholder value. The CD&A discloses a mix of base salary, an annual cash incentive program (weighted across Same Store Hotel EBITDA, AFFO per share, RevPAR growth and strategic objectives) and long-term equity incentives (60% performance-based awards tied to relative and absolute TSR versus a lodging peer index and 40% time-based awards vesting over three years). The Compensation Committee and Board argue the program emphasizes pay‑for‑performance — a majority of compensation is equity and performance-based — and point to governance features (stock ownership guidelines, clawback policy, anti-hedging/pledging, double-trigger change-in-control protections) as mitigating risks. The vote is non-binding, so while the Board will consider the outcome when making future compensation decisions, it is not legally required to change compensation practices based on the result. The Board references past strong shareholder support (approximately 96% approval at the 2024 say-on-pay) and ongoing stockholder engagement when recommending a FOR vote. From a governance perspective, the proposal provides investors an opportunity to express views on compensation philosophy, metrics and outcomes — particularly relevant given the Company’s use of TSR-based multi-year performance awards and strategic discretionary components in annual incentives. Institutional investors and proxy advisory firms often consider both the program design and historical outcomes; the Company’s disclosure emphasizes alignment with operational goals (Same Store EBITDA, AFFO, RevPAR) and capital actions (transactions, balance sheet management) in 2025 as rationale for pay decisions.

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When is the Summit Hotel Properties Inc 2026 annual meeting?

Summit Hotel Properties Inc (INN) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Summit Hotel Properties Inc 2026 meeting?

The record date for the Summit Hotel Properties Inc 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Summit Hotel Properties Inc's 2026 meeting?

The board is presenting 8 director nominees at the Summit Hotel Properties Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Summit Hotel Properties Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Summit Hotel Properties Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.