DiamondRock Hospitality Company (NYSE:DRH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January28, 2019, the Board of Directors (the “Board”) of DiamondRock Hospitality Company (the “Company”) appointed Ms.Kathleen Wayton to the Board, effective February1, 2019. Ms.Wayton was also appointed as a member of each of the Audit, Compensation and Nominating& Corporate Governance Committees effective February1, 2019.
Ms.Wayton currently serves as Senior Vice President and Chief Information Officer of Southwest Airlines. She is responsible for leading all of the airline’s technology efforts to support strategic capabilities. Her prior roles at Southwest Airlines include Vice President of Business Transformation, Corporate Delivery and Technology as well as Vice President of Strategic Planning and Implementation. In that latter role, she led development of Southwest Airlines’ 2010-2015 Strategic Plan, which outlined major expansion& transformation initiatives. Prior to joining Southwest Airlines in 2004, Ms.Wayton held roles at American Airlines and Capital One Auto Finance.
Effective on February1, 2019, Ms.Wayton will become eligible to receive the standard compensation provided by the Company to its other non-employee directors. Additionally, in connection with Ms.Wayton’s appointment to the Board, the Company and Ms.Wayton will enter into an indemnification agreement in substantially the same form as the Company has entered into with each of the members of the existing Board. Ms.Wayton is not a party to any arrangement or understanding with any person to which she was appointed as a member of the Board, nor is she a party to any transactions required to be disclosed under Item 404(a)of Regulation S-K involving the Company or any of its subsidiaries.
Item 9.01. Regulation FD Disclosure.
On January29, 2019, the Company announced that Ms.Wayton had been appointed to the Company’s Board of Directors, effective February1, 2019. A copy of that press release is attached to this Current Report on Form8-K (“Current Report”) as Exhibit99.1 and is incorporated by reference herein. The press release has also been posted in the investor relations/press releases section of the Company’s website at www.drhc.com.
The information furnished to this Item 9.01, including Exhibit99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
|
ExhibitNo. |
Description |
|
99.1 |
Press Release, dated January29, 2019 |
DiamondRock Hospitality Co Exhibit
EX-99.1 2 a19-3607_1ex99d1.htm EX-99.1 Exhibit 99.1 COMPANY CONTACT Jay Johnson (240) 744-1150 FOR IMMEDIATE RELEASE DIAMONDROCK HOSPITALITY COMPANY APPOINTS KATHLEEN WAYTON TO BOARD OF DIRECTORS Senior Southwest Airlines Executive Brings Over Three Decades of Travel Experience BETHESDA,…
To view the full exhibit click here
About DiamondRock Hospitality Company (NYSE:DRH)
DiamondRock Hospitality Company is a lodging-focused Maryland corporation operating as a real estate investment trust (REIT). The Company owns a portfolio of approximately 30 hotels and resorts throughout North America and the United States Virgin Islands that consists of over 10,925 guest rooms. Its primary business is to acquire, own, asset manage and renovate full-service hotel properties in the United States. Its portfolio is concentrated in gateway cities and destination resort locations. The Company conducts its business through an umbrella partnership REIT (UPREIT) in which the Company’s hotels are owned by subsidiaries of its operating partnership, DiamondRock Hospitality Limited Partnership. The Company is the sole general partner of its operating partnership and owns either directly or indirectly, all of the limited partnership units of its operating partnership.
