Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 10, 2023, TravelCenters of America Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting") to consider and vote on the proposals set forth in the definitive proxy statement filed by the Company on April 3, 2023.

The voting results at the Special Meeting were as follows:

Proposal 1: The Company's stockholders voted to approve the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of February 15, 2023, by and among the Company, BP Products North America Inc., a Maryland corporation ("BP"), and Bluestar RTM Inc., a Maryland corporation and an indirect wholly-owned subsidiary of BP ("Merger Subsidiary"), pursuant to which Merger Subsidiary will be merged with and into the Company.

The number of shares of TravelCenters common stock cast in favor and against Proposal 1 and the number of abstentions were as follows:





Votes For      Votes Against     Abstain
10,929,077        166,771        655,930

Proposal 2: The Company's stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger.

The number of shares of TravelCenters common stock cast in favor and against Proposal 2 and the number of abstentions were as follows:





Votes For     Votes Against     Abstain
5,706,704       5,126,352       918,722

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary, to solicit additional proxies, in the event there were insufficient votes from the Company's stockholders to approve Proposal 1. As there were sufficient votes from the Company's stockholders to approve Proposal 1, adjournment of the Special Meeting to solicit additional proxies was unnecessary and such proposal was not submitted to the Company's stockholders for approval at the Special Meeting.




Item 8.01. Other Events

On May 10, 2023, the Company issued a press release announcing receipt of stockholder approval of the Merger, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits

The following exhibit is filed herewith.





Exhibit
  No.      Description
  99.1       Press release issued on May 10, 2023

104        Cover Page Interactive Data File, formatted in Inline XBRL

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