This excerpt taken from the LGN DEF 14A filed Mar 20, 2009.
TO BE HELD ON APRIL 29, 2009
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Lodgian, Inc. will be held at 9:00 a.m., Central Time, on Wednesday, April 29, 2009, at the Wyndham-DFW Airport North, 4441 W. John Carpenter Freeway, Irving, Texas 75063, for the following purposes:
1. To elect as directors the eight nominees named in this proxy statement, each to serve until the 2010 annual meeting of stockholders;
2. To amend our Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at one of the following ratios, as selected by the Board of Directors: 1-for-5, 1-for-51/2, 1-for-6, 1-for-61/2, 1-for-7, 1-for-71/2, 1-for-8, 1-for-81/2, 1-for-9, 1-for-91/2 or 1-for-10;
3. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009; and
4. To consider and act upon such other business as may properly come before the annual meeting.
The Board of Directors has fixed the close of business on March 12, 2009 as the record date for the determination of stockholders entitled to notice of and to vote on any matters which may properly come before the annual meeting.
All stockholders are cordially invited to attend the annual meeting in person. Even if you plan to attend the annual meeting, you are requested to vote, sign, date and return the accompanying proxy as soon as possible. If you are planning to attend the annual meeting, please notify the corporate secretary.
By order of the Board of Directors,
Daniel E. Ellis
Senior Vice President, General Counsel and Secretary
March 20, 2009
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE MEETING WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PRE-PAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. IF YOU ATTEND THE MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.