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Travelcenters of America Inc Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant ​ Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 TravelCenters of America Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) ​ Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. ​ (1) Title of each class of securities to which transaction applies: ​ (2) Aggregate number of securities to which transaction applies: ​ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) : ​ (4) Proposed maximum aggregate value of transaction: ​ (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. ​ (1) Amount Previously Paid: ​ (2) Form, Schedule or Registration Statement No.: ​ (3) Filing Party: ​ (4) Date Filed: Table of Contents Notice of 2021 Annual Meeting of Stockholders and Proxy Statement Thursday, June 10, 2021 at 9:30 a.m., Eastern time Live Webcast Accessible at https://www.viewproxy.com/TravelCentersofAmerica/2021/ Table of Contents LETTER TO OUR STOCKHOLDERS FROM YOUR BOARD OF DIRECTORS Dear Fellow Stockholders, Please join us for our 2021 Annual Meeting of Stockholders, which will be held virtually at 9:30 a.m. on Thursday, June 10, 2021. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites stockholders' receipt of these important materials while lowering cost and reducing the environmental impact of our annual meeting. We were proud to have continued to service the essential trucking business throughout the COVID-19 pandemic. Despite the business challenges posed by the pandemic, we are also proud that we continued to successfully implement our turnaround strategy. Some of our key accomplishments include: • Continued implementation of our transformation plan to improve operational efficiency and profitability through aggressive cost discipline and an expansion strategy focused on franchising opportunities; • Reorganization of our team, including significant leadership changes and a corporate headcount reduction; • Raised capital through an $85 million equity offering and a $200 million term loan; • Improved fourth quarter operating results, largely due to decreased expenses; and • Added two Independent Directors to our Board to create more skill mix and increase the Board's diversity. Your Board takes seriously our role in the oversight of our Company's long term business strategy, which is the best path to long term value creation for you, our stockholders. We continue to monitor changing events and circumstances with an eye to managing for the global good, mitigating the negative impact on our business and best positioning us for stability and recovery when the pandemic is behind us. We thank you for your investment in our Company and for the confidence you put in this Board to oversee your interests in our business. April 6, 2021 Barbara D. Gilmore Jonathan M. Pertchik Lisa Harris Jones Elena B. Poptodorova Joseph L. Morea Adam D. Portnoy Rajan C. Penkar Table of Contents NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS Agenda: Location: • Elect the Director nominees identified in the accompanying Proxy Statement to our Board of Directors; Live Webcast Accessible at Advisory vote to approve executive compensation; https://www.viewproxy.com/ • TravelCentersofAmerica/ Approve an amendment to the Second Amended and Restated TravelCenters of America Inc. 2016 Equity Compensation Plan; 2021/ • Ratify the appointment of RSM US LLP as our independent auditors to serve for the 2021 fiscal year; and Date: • • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. Thursday, June 10, 2021 Time: 9:30 a.m., Eastern time Record Date: You can vote if you were a stockholder of record as of the close of business on March 24, 2021. Attending the Annual Meeting: Due to the public health impact of the COVID-19 pandemic and to protect the health and well-being of our stockholders and other stakeholders, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held. • Record Owners: If you are a stockholder as of the record date who holds shares directly, you may participate in the Annual Meeting via internet webcast by visiting the following website and following the registration and participation instructions contained therein: https://www.viewproxy.com/TravelCentersofAmerica/2021/. Please have the control number located on your proxy card or voting information form available. • Beneficial Owners: If you are a stockholder as of the record date who holds shares indirectly through a brokerage firm, bank or other nominee, you must register in advance to attend the Annual Meeting. You will need to present evidence of your beneficial ownership of shares. You will not be able to vote your shares at the Annual Meeting without a legal proxy. Beneficial owners should complete the registration process at least three days in advance of the Annual Meeting to ensure that all documentation and verifications are in order. Please see the accompanying Proxy Statement for additional information. By Order of our Board of Directors, Jennifer B. Clark Secretary April 6, 2021 Table of Contents TABLE OF CONTENTS PLEASE VOTE 1 PROXY STATEMENT 2 CORPORATE GOVERNANCE PRINCIPLES AND BOARD MAT- TERS 3 Board Composition 3 Key Responsibilities of our Board 4 Our Board's Role in Oversight of Risk Management 4 Director Independence 5 Executive Sessions of Independent Directors 6 Board Leadership Structure 6 Lead Independent Director 7 Code of Business Conduct and Ethics and Committee Governance 7 Prohibition on Hedging 8 Nominations for Directors 8 Communications with Our Board 8 Sustainability 8 Stockholder Nominations and Other Proposals 9 PROPOSAL 1: ELECTION OF DIRECTORS 10 Directors and Director Nominees to be Elected at our 2021 Annual Meeting 11 Executive Officers 16 BOARD COMMITTEES 17 Audit Committee 17 Compensation Committee 17 Nominating and Governance Committee 17 BOARD MEETINGS 18 DIRECTOR COMPENSATION 18 Compensation of Directors 18 Director Share Ownership Guidelines 18 Fiscal Year 2020 Director Compensation 19 OWNERSHIP OF OUR EQUITY SECURITIES 20 Directors and Executive Officers 20 Principal Stockholders 21 DELINQUENT SECTION 16(A) REPORTS 21 EXECUTIVE COMPENSATION 22 Summary Compensation Table 22 2020 Outstanding Equity Awards at Fiscal Year End 22 Potential Payments upon Termination or Change in Control 23 PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPEN- SATION 24 PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE SECOND AMENDED AND RESTATED 2016 EQUITY COMPENSATION PLAN 25 PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS INDEPENDENT AUDITORS 33 Audit Fees and All Other Fees 33 Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors 34 Other Information 34 REPORT OF OUR AUDIT COMMITTEE 35 FREQUENTLY ASKED QUESTIONS 36 RELATED PERSON TRANSACTIONS 41 OTHER INFORMATION 42 ANNEX A—SECOND AMENDED AND RESTATED 2016 EQUITY COMPENSATION PLAN, AS AMENDED A-1 ANNEX B—CERTAIN RELATED PERSON TRANSAC- TIONS B-1 Table of Contents PLEASE VOTE Please vote to play a part in our future. The Nasdaq Stock Market LLC (the "Nasdaq") rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions. PROPOSALS THAT REQUIRE YOUR VOTE MORE BOARD VOTES REQUIRED PROPOSAL INFORMATION RECOMMENDATION FOR APPROVAL ​ 1 Election of Directors Page 10 ✓ FOR Plurality of all votes cast ✓ FOR 2 Advisory vote to approve executive compensation* Page 24 Majority of all votes cast ✓ FOR 3 Approval of an Amendment to the Second Amended and Restated 2016 Equity Page 25 Majority of all votes Compensation Plan cast ✓ FOR 4 Ratification of independent auditors* Page 33 Majority of all votes cast ​ * Non-binding advisory vote. You can vote in advance in one of three ways: via the internet Visit www.proxyvote.com and enter your 16-digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on June 9, 2021 to authorize a proxy VIA THE INTERNET. by phone Call 1-800-690-6903 if you are a stockholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern time, on June 9, 2021 to authorize a proxy BY TELEPHONE. You will need the 16-digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. by mail Sign, date and return your proxy card if you are a stockholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL. If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern time, on the day before the reconvened meeting.
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