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): November 8, 2019 (November 7, 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 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 8, 2019, Red Lion Hotels Corporation (the “Company”) announced that Greg T. Mount, President and Chief Executive Officer and Director of Red Lion Hotels Corporation, resigned his positions with the Company, effective November 7, 2019. There were no disagreements between the Company and Mr. Mount on any matter relating to the Company’s operations, policies or practices which led to his resignation.

The Board has determined that Mr. Mount’s separation from the Company should be treated as a termination “without cause” within the meaning of that certain offer letter, dated February 27, 2015, between the Company and Mr. Mount (which agreement has previously been filed with the SEC), and he will be entitled to receive upon his departure a lump sum severance payment in an amount equal to his current base salary.

In the interim period, effective immediately, management of the day to day affairs of the Company has been entrusted to a management committee consisting of Company executives Gary Sims, EVP, COO, Julie Shiflett, EVP, CFO and Thomas McKeirnan, EVP, General Counsel, reporting directly to the Board. Julie Shiflett, Executive Vice President and Chief Financial Officer, will assume the responsibilities of interim principal executive officer of the Company. To manage the search for a new chief executive officer, the Board of Directors formed a search committee comprised of outside directors Jake Brace as Chair, Joseph Megibow, Bonny Simi and Ted Darnall.

Ms. Shiflett, 51, returned to the Company in January 2019 as Chief Financial Officer after having served as our Vice President of Finance from October 2010 to September 2011, and as our Chief Financial Officer from September 2011 to October 2014. From December 2014 until December 2018, Ms. Shiflett served as Principal of NorthWest CFO, an outsourced financial expert consultancy she founded in 2008, where she provided financial consulting services and support to the Company for various strategic initiatives. Ms. Shiflett currently serves on the Board of Directors of Northwest Farm Credit Services. There are no arrangements or understandings between Ms. Shiflett and any other persons pursuant to which she was selected as an officer and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Shiflett will not receive any additional compensation as a result of her temporary appointment as interim principal executive officer.

The press release, dated November 8, 2019, announcing Mr. Mount’s resignation has been filed as Exhibit 99.1 to this report

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number

  

Description

99.1    Press Release dated November 8, 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: November 8, 2019

Exhibit 99.1

 

LOGO

Red Lion Hotel Corporation Announces CEO Resignation

 

DENVER, November 8, 2019 – Red Lion Hotels Corporation (the “Company”) (NYSE: RLH), today announced that its President and Chief Executive Officer, Greg Mount, resigned his position with the Company, effective immediately. Mr. Mount has also resigned from the Company’s Board of Directors, effective immediately.

The Board of Directors will be engaging an executive search firm as soon as possible to conduct a search for a new chief executive officer. The board has appointed a search committee, and Frederic F. (Jake) Brace, an independent director on the Company’s board, has been appointed as the committee chair. Until the Company appoints a new chief executive officer, a management committee comprised of executives will oversee the operations of the Company, reporting to the Board, with Jake Brace as Board liaison to the management committee. The members of the management committee include Gary Sims, EVP and Chief Operating Officer, Julie Shiflett, EVP and Chief Financial Officer, and Thomas L. McKeirnan, EVP and General Counsel.

Bob Wolfe, Chairman of the Board, stated, “The board recognizes the operational performance of the Company has not progressed as anticipated. Action was necessary, starting with a search for a new CEO. The board is committed to creating shareholder value. To that end, the Company is focused on delivering superior value and service to our franchisees to stem the pace of terminations, restructuring franchise sales efforts to accelerate franchise growth, and right-sizing the cost structure of the business to reflect RLH’s current size, revenue and profitability requirements. The asset sales of the past few years are largely complete. The Company now needs to put all its effort into building around a strong business proposition for its franchisees and delivering value to shareholders. This effort will take time and will require the right leadership to navigate the challenges and the opportunities that lie ahead. We are committed to identifying and hiring a leader to lead Red Lion and enable it to realize its potential for long-term profitable growth.”

Forward Looking Statements

This press release contains forward-looking statements within the meaning of federal securities law, including statements concerning plans, objectives, goals, strategies, projections of future events or performance and underlying assumptions (many of which are based, in turn, upon further assumptions). The forward-looking statements in this press release are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Such risks and uncertainties include, among others, economic cycles; international conflicts; changes in future demand and supply for hotel rooms; competitive conditions in the lodging industry; relationships with franchisees and properties; impact of government regulations; ability to obtain financing; changes in energy, healthcare, insurance and other operating expenses; ability to sell non-core assets; ability to locate lessees for rental property; dependency upon the ability and experience of executive officers and ability to retain or replace such officers as well as other matters discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2018, and in other documents filed by the Company with the Securities and Exchange Commission. The Company undertakes no intent or obligation to publicly update or revise any forward-looking statements.

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.

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Investor Relations Contact

Nikki Sacks

Investor Relations

203-682-8263

investorrelations@rlhco.com