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): July 10, 2019 (July 9, 2019)

 

 

RED LION HOTELS CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Washington   001-13957   91-1032187

(State or Other Jurisdiction

of Incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

1550 Market St. #350, Denver, Colorado 80202

(Address of Principal Executive Offices)

(509) 459-6100

(Registrant’s telephone number, including area code)

(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:

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock   RLH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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

(b) On July 9, 2019, Mr. Michael Vernon provided notice of his intent to resign from the Board of Directors, effective December 31, 2019, in order to pursue personal interests. Mr. Vernon’s resignation was not a result of any disagreement with the Company. Mr. Vernon will continue to serve as a member of the Audit Committee and Compensation Committee until his resignation.

The Nominating and Corporate Governance Committee is currently working toward adding a new member to replace Mr. Vernon.

 

Item 7.01

Regulation FD Disclosure

A copy of the July 10, 2019 press release announcing the resignation of Mr. Vernon is included as Exhibit 99.1 to this report. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number

  

Description

99.1    Press Release dated July 10, 2019

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.

 

Red Lion Hotels Corporation

/s/ Thomas L. McKeirnan

Thomas L. McKeirnan
Executive Vice President, General Counsel and Secretary

Date: July 10, 2019

LOGO

Exhibit 99.1

RLH Corporation Announces Resignation of Michael Vernon from Board of Directors

DENVER (July 10, 2019)  —  RLH Corporation  (NYSE:RLH) today announced Michael Vernon will resign from the Company’s Board of Directors effective December 31, 2019. Mr. Vernon has served on the Company’s Board since 2012 and is currently a member of the Audit and Compensation Committees.

Robert Wolfe, Chairman of the Board stated, ”On behalf of the Company and the board of directors, we would like to thank Mike for his service including his leadership as former Audit Committee Chair. During his tenure, RLH has made transformative changes to its strategy and capital structure. Mike has been a valuable member of the board and we wish him well in his future pursuits.”

Mr. Wolfe continued, “RLH seeks to use its board for governance as well as a strategic asset. The board’s membership and composition has evolved with the company’s transformation adding expertise in travel and leisure, technology and finance. The board believes it has benefitted from its efforts to increase diversity. As we look ahead, the Company will endeavor to align the Board with its strategy focusing on franchise development, technology, including SAAS and artificial intelligence, and other expertise.”

The Nominating and Corporate Governance Committee is responsible for recommending qualified board candidates. The Committee is working toward adding a new member in the near term to replace Mr. Vernon.

To learn more about franchising with RLH Corporation, visit franchise.rlhco.com . We don’t wait for the future. We create it.

About RLH Corporation

RLH Corporation is an innovative hotel company focused on the franchising of upscale, midscale and economy hotels. The company maximizes return on invested capital for hotel owners across North America through relevant brands, industry-leading technology and forward-thinking services. For more information, please visit the company’s website at www.rlhco.com .

Social Media:

www.Facebook.com/myhellorewards

www.Twitter.com/myhellorewards

www.Instagram.com/myhellorewards

www.Linkedin.com/company/rlhco

Investor Relations Contact:

Evelyn Infurna

Investor Relations

203-682-8265

investorrelations@rlhco.com