UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 18, 2016

 

 

LA QUINTA HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-36412   90-1032961

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

909 Hidden Ridge, Suite 600, Irving, Texas 75038

(Address of Principal Executive Offices) (Zip Code)

(214) 492-6600

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2016, the Board of Directors (the “Board”) of La Quinta Holdings Inc. (“La Quinta” or the “Company”) appointed Keith A. Cline, who had been serving in the role of interim President and Chief Executive Officer and as a director of the Company, President and Chief Executive Officer of the Company, effective immediately. In addition, the Board appointed James H. Forson, who had been serving in the role of interim Chief Financial Officer, Executive Vice President and Chief Financial Officer, effective immediately.

Mr. Cline, 46, had served as the Company’s Executive Vice President and interim President and Chief Executive Officer and as a director of the Company since September 15, 2015. From January 2013 until November 2015, Mr. Cline was the Company’s Executive Vice President and Chief Financial Officer. From 2011 to 2013, prior to joining the Company, Mr. Cline was Chief Administrative Officer and Chief Financial Officer at Charming Charlie, Inc. and, from 2006 to 2011, Mr. Cline was Senior Vice President of Finance at Express, Inc. Mr. Cline began his career at Arthur Andersen & Company and held financial leadership roles at The J.M. Smucker Company, FedEx Custom Critical and Limited Brands. Mr. Cline is a summa cum laude graduate of the University of Akron with a B.S. in Accounting and a M.B.A. in Finance.

Mr. Forson, 49, had served as the Company’s interim Chief Financial Officer since November 12, 2015 and as Senior Vice President, Chief Accounting Officer and Treasurer since 2012. Prior to that role, Mr. Forson was Vice President and Controller from 2010, when he joined La Quinta, to 2012 and also served as Acting Chief Financial Officer from 2012 to 2013. Prior to joining La Quinta, Mr. Forson was Audit Senior Manager with Grant Thornton LLP from 2006 through 2010. Mr. Forson graduated from the University of Virginia’s McIntire School of Commerce with a B.S. degree in Commerce with distinction, and is a Certified Public Accountant in Texas.

President and Chief Executive Officer Offer Letter

The Company entered into an Offer Letter with Mr. Cline, dated February 18, 2016 (the “Offer Letter”). The Offer Letter offers Mr. Cline employment with the Company as its President and Chief Executive Officer with the following compensation and benefits: (i) an annual base salary of $750,000, subject to increase (but not decrease); (ii) an annual bonus opportunity with a target amount equal to 100% of his base salary, with the actual bonus amount based upon achievement of Company and individual performance targets established by the Compensation Committee of the Board (the “Compensation Committee”) for the fiscal year to which the bonus relates; (iii) continued eligibility to receive annual grants under the Company’s long-term incentive program in amounts and in a form determined by the Compensation Committee, provided that, for the 2016 fiscal year, Mr. Cline’s long-term incentive award will have a target value of $2.75 million; and (iv) a one-time grant of restricted stock with a grant date target value equal to $1.0 million and which vests on the third anniversary of the date of grant, which grant was made on February 18, 2016.

The Offer Letter provides that Mr. Cline would participate in any executive severance plan in which all senior executives of the Company would participate, in the event that any such plan was adopted. If Mr. Cline’s employment terminates prior to the adoption by the Company of an executive severance plan, and if such termination is by the Company without Cause or by Mr. Cline with Good Reason (as each term is defined in the Company’s Form of Restricted Stock Grant Notice (Retention Award)), subject to Mr. Cline’s execution of a release of claims in favor of the Company and its affiliates and an agreement to comply with standard non-disclosure and non-competition covenants (which covenants will not extend more than 24 months following the date of termination), Mr. Cline will be entitled to severance in an amount of two times the sum of his base salary and target bonus (the “Severance Floor Amount”), payable in a lump sum within 30 days from his termination. In the event that the Company adopts an executive severance plan, however, subject to the Severance Floor Amount, such plan would exclusively govern Mr. Cline’s severance entitlements.

The Offer Letter supersedes and replaces any and all agreements (including any prior offer or employment letters) between Mr. Cline and the Company with respect to all subject matter included in the Offer Letter.


Compensation of Executive Vice President and Chief Financial Officer

In connection with his appointment as Executive Vice President and Chief Financial Officer of the Company, on February 18, 2016, the Board increased Mr. Forson’s annual base salary from $275,000 to $400,000 and made him a one-time grant of restricted stock with a fair market value of $250,000 and which vests on the third anniversary of the date of grant. In addition, the Board approved an annual bonus opportunity with a target amount equal to 100% of Mr. Forson’s base salary.

 

Item 7.01 Regulation FD Disclosure

A copy of the press release issued by the Company to announce the appointment of the officers mentioned above is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit Number

  

Description

10.1    Offer Letter, dated February 18, 2016
99.1    Press Release, dated February 19, 2016


SIGNATURES

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.

 

LA QUINTA HOLDINGS INC.
(Registrant)
By:  

/s/ Mark M. Chloupek

  Name:   Mark M. Chloupek
  Title:   Executive Vice President and General Counsel

Date: February 19, 2016


EXHIBIT INDEX

 

Exhibit Number

  

Description

10.1    Offer Letter, dated February 18, 2016
99.1    Press release, dated February 19, 2016

Exhibit 10.1

February 18, 2016

BY HAND

Mr. Keith Cline

 

Re: CEO Appointment

Mr. Cline:

On behalf of La Quinta Holdings Inc. (the “ Company ”), I am pleased to offer you employment with the Company as its President and Chief Executive Officer, reporting to the Company’s Board of Directors (the “ Board ”). This offer, and the opportunity it represents, is extended with great confidence in your abilities, and we are excited to have you lead the Company to greater successes.

In addition to your position as President and Chief Executive Officer, you will continue to serve as member of the Board, subject to the terms of the Company’s By-Laws, and, subject to any legal limitations, the Company will nominate you for reelection to the Board upon expiration of any applicable director term that expires during your employment with the Company.

As a condition of your employment with the Company, you agree to observe and comply with all of the rules, regulations, policies and procedures established by the Company from time to time and all applicable laws, rules and regulations imposed by any governmental regulatory authority from time to time. Without limiting the foregoing, you agree that during your employment with the Company, you will devote your full business time, attention, skill and best efforts to the performance of your employment duties and you are not to engage in any other business or occupation while you are employed with the Company. This will not, however, limit your ability from (i) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by you so as not to materially interfere, individually or in the aggregate, with the performance of your duties and responsibilities to the Company.

During your employment with the Company, the Company will provide you with the following compensation and benefits:

Base Salary : Your annual base salary shall be $750,000, subject to increase (but not decrease) as may be approved by the Compensation Committee of the Board (the “ Compensation Committee ”) from time to time. Your base salary will be payable in accordance with the Company’s regular payroll practices.

Annual Bonus : During each fiscal year of your employment with the Company, you will participate in the Company’s annual bonus program, as adopted by the Compensation Committee, and under which you be eligible to receive an annual incentive bonus, with a target bonus amount equal to 100% of your base salary. The actual annual bonus amount will be based upon achievement of Company and individual performance targets established by the


Compensation Committee thereof for the fiscal year to which the bonus relates, and will be paid to you in accordance with the terms of the annual bonus program at the same time bonuses are generally paid to other senior executive officers of the Company.

Long-Term Incentives : In addition to your cash compensation, you will continue to participate in the Company’s long-term incentive program in a manner consistent with other senior executive officers of the Company, and will be eligible to receive annual grants under such program in amounts and in a form determined by the Compensation Committee. For the 2016 fiscal year, your long-term incentive award will have a target value of $2.75 million.

In connection with your appointment as President and Chief Executive Officer, the Company will award you a one-time grant of Restricted Stock under the Company’s 2014 Omnibus Incentive Plan (as amended from time to time), with a grant date target value equal to $1.0 million. The Restricted Stock shall vest on the third (3 rd ) anniversary of the date of grant, and shall otherwise be subject to the terms of a Restricted Stock Agreement that you will be required to execute in connection with such grant (which shall be consistent with the Company’s form of Restricted Stock Agreement, as publicly filed).

Severance : As you are aware, the Company is contemplating adopting an executive severance plan in which all senior executives of the Company, including you, would participate in the event that any such plan is adopted. Subject to the terms and conditions of any such plan that may be adopted, you would generally be provided severance on a qualifying termination event of not less than two times the sum of your base salary and target bonus (the “ Severance Floor ”). Among other conditions set forth in any executive severance plan that may be adopted, you would be required to execute and comply with an agreement that contains covenants limiting your disclosure of confidential information and preventing you from engaging in activities that are competitive with, or that interfere with, the Company, and the payment of the severance would be conditioned upon your execution of a release of claims in favor of the Company and its affiliates (collectively, the “ Covenant and Release Conditions ”). Should your employment terminate prior to adoption of an executive severance plan, if such termination was by the Company without Cause or by you with Good Reason (as each term is defined in the grant agreement pertaining to your retention award of Restricted Stock, dated June 11, 2014), subject to your satisfaction of the Covenant and Release Conditions (which in the case of the applicable non-competition and non-interference covenants will not extend more than 24 months following the date of such termination), you will be entitled to severance in an amount of two times the sum of your base salary and target bonus, payable in a lump sum within 30 days from your termination. For the avoidance of doubt, however, subject to the Severance Floor, in the event that an executive severance plan is adopted, such plan would exclusively govern your severance entitlements.

Benefits : You will be eligible to participate in the various benefit plans offered by the Company from time to time, including health, insurance, retirement, vacation/PTO and other benefits, in each case, subject to the terms and conditions set forth in the applicable benefit plan.

Taxes : All of the compensation and benefits provided to you by the Company shall be subject to reduction for taxes as required by applicable law.

 

2


This letter is not intended to create an employment contract for any set period of time, rather your employment with the Company is “at will”, meaning you or the Company may terminate your employment at any time or for any reason, with or without notice. The “at will” nature of your relationship with the Company may not be modified or amended except by written agreement between you and the Board.

This letter supersedes and replaces, as applicable, any and all agreements (including any prior offer or employment letters) between you and the Company, with respect to all subject matters included in this letter.

To accept your appointment as President and Chief Executive Officer of the Company, please execute this letter where indicated below, and return the executed copy to the Company’s General Counsel. This letter may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this letter may be by actual or facsimile signature. The letter shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed entirely within such State.

We are very excited to have you continue as a part of the Company’s team. We have many exciting challenges ahead and we are confident you will make a significant contribution to our future growth.

Sincerely,

/s/ Mark Chloupek

Mark Chloupek

EVP & General Counsel

Agreed and Accepted this 18th day of February, 2016

 

/s/ Keith Cline

Keith Cline

 

3

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

LA QUINTA HOLDINGS PROMOTES KEITH CLINE TO CHIEF EXECUTIVE OFFICER

- Jim Forson Appointed Chief Financial Officer -

IRVING, T.X. – February 19, 2016 (PR Newswire) — The Board of Directors of La Quinta Holdings Inc. (NYSE:LQ) (the “Company” or “La Quinta”) today announced that they have appointed Keith Cline to serve as President and Chief Executive Officer, effective immediately. In addition, Jim Forson has been named the Company’s Executive Vice President and Chief Financial Officer. Both leaders had been serving in their respective roles on an interim basis.

Mr. Cline has strong public-company and brand leadership experience across a number of diverse consumer industries and has served as La Quinta’s interim President and Chief Executive Officer since September 2015. Mr. Cline joined La Quinta in January of 2013 as its Executive Vice President and Chief Financial Officer where he helped to lead the Company through its initial public offering. Prior to joining La Quinta, Mr. Cline has served in a variety of executive and senior leadership roles at Charming Charlie, Inc., Express, Inc (NYSE:EXPR), The J.M. Smucker Company (NYSE:SJM), FedEx Custom Critical (NYSE:FDX), and L Brands (NYSE:LB). Mr. Cline began his career at Arthur Andersen & Company and graduated summa cum laude from the University of Akron with a B.S. in Accounting and a M.B.A. in Finance.

Mr. Forson has served as La Quinta’s interim Chief Financial Officer since November 2015. Previously, Mr. Forson served as La Quinta’s Senior Vice President and Chief Accounting Officer. Mr. Forson joined the Company in 2010 as Vice President and Controller and also served as Acting Chief Financial Officer from 2012 to 2013. Prior to joining La Quinta, Mr. Forson was Senior Audit Manager with Grant Thornton LLP. Mr. Forson graduated with distinction from the University of Virginia’s McIntire School of Commerce with a B.S. degree in Commerce, and is a Certified Public Accountant.

Regarding his appointment, Mr. Cline said, “I am honored to become the President and Chief Executive Office of La Quinta. This is an outstanding organization with a highly engaged leadership team and employee workforce as well as an enthusiastic community of franchise partners that are dedicated to growing the La Quinta brand. We will work tirelessly to satisfy our guests, create value for our shareholders and continue to make La Quinta a great place to work and to invest.”

Mit Shah, Chairman of the Board of Directors, said, “After a broad and thorough search involving a significant number of highly accomplished executives, the Board believes that Keith’s strategic vision, brand experience, team building acumen and his ability to execute make him the right person to lead the Company’s future. The Board is confident that Keith and his executive team will optimize the performance of the La Quinta brand to drive long term growth and enhance shareholder value.”


Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements regarding our transition to new leadership of the Company, performance of our business, our financial results, our liquidity and capital resources and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

About La Quinta

La Quinta Holdings Inc. (LQ) is a leading owner, operator and franchisor of select-service hotels primarily serving the upper-midscale and midscale segments. The Company’s owned and franchised portfolio consists of more than 880 properties representing approximately 87,600 rooms located in 47 US states, Canada, Mexico and Honduras. These properties operate under the La Quinta Inn & Suites™, La Quinta Inn™ and LQ Hotel™ brands. La Quinta’s team is committed to providing guests with a refreshing and engaging experience. For more information, please visit: www.LQ.com.

 

Contacts   
Investors:    Media Contacts:
Investor Relations    Phil Denning & Jason Chudoba
214-492-6896    203-682-8200
investor.relations@laquinta.com    Phil.Denning@icrinc.com
   Jason.Chudoba@icrinc.com