EXTENDED STAY AMERICA, INC. (NYSE:STAY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On December 18, 2017, the Board of Directors of each of Extended Stay and ESH REIT appointed David Clarkson, the Vice President of Financial Planning and Analysis and Treasurer of the Company, as the interim Chief Financial Officer of the Company, effective January1, 2018, until a permanent chief financial officer has been appointed.
Mr.Clarkson, 46 has served as Vice President of Financial Planning& Analysis and Treasurer of the Company since 2015 and Treasurer since 2013. Prior to joining the Company in 2011, Mr.Clarkson was Vice President of Finance and Development for The Clarkson Group, a real estate company focused primarily on limited service hotel development. Between 1996 and 2004, Mr.Clarkson held various positions in finance and revenue management for the Company’s predecessor, Extended Stay America, Inc. Mr.Clarkson is a CFA charterholder.
There are no arrangements or understandings between Mr.Clarkson and any other person to which Mr.Clarkson was appointed as interim Chief Financial Officer of the Company. Mr.Clarkson has not entered into any transactions with the Company that are required to be disclosed to Item404(a) of Regulation S-K.
There are no family relationships between Mr.Clarkson and any of the Company’s officers or directors that are required to be disclosed to Item401(d) of Regulation S-K.
The Company and Mr.Clarkson will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.27 to Amendment No.8 to the Registration Statement on Form S-1 (File No.333-190052) and is incorporated herein by reference.
A copy of the press release announcing Mr.Lopez’s resignation and Mr.Halkyard’s and Mr.Clarkson’s appointments is attached hereto as Exhibit 99.1.
| Item 5.02 | Regulation FD Disclosure |
On December 18, 2017, the Company issued a press release regarding the leadership transition discussed above in Item 5.02 and providing an update regarding the Company’s Full Year 2017 outlook. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 5.02 (including Exhibit 99.1) is being furnished to Regulation FD and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 5.02 is not intended to, and does not, constitute a determination or admission by the Company that this information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1† | Letter Agreement by and between Extended Stay America, Inc. and Gerardo Lopez dated December 18, 2017. |
| 10.2† | Letter Agreement by and between Extended Stay America, Inc. and Jonathan S. Halkyard dated December 18, 2017. |
| 99.1 |
Press release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated December18, 2017. |
| † | Management contract or compensatory plan or arrangement. |
EXHIBIT INDEX
| † | Management contract or compensatory plan or arrangement. |
ESH Hospitality, Inc. ExhibitEX-10.1 2 d465431dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Gerry Lopez President and Chief Executive Officer Extended Stay America,…To view the full exhibit click here
