RED LION HOTELS CORPORATION (NYSE:RLH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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RED LION HOTELS CORPORATION (NYSE:RLH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

(e) On March 28, 2017, the Compensation Committee of our board of
directors approved the following:
(i) Base Salaries. The annual base salaries of our executive
officers were set, effective March 28, 2017, at the respective
amounts shown in the following table:
Executive
Annual Base Salary
Gregory T. Mount
$530,000
Douglas Ludwig
$375,000
William J. Linehan
$337,000
Thomas L. McKeirnan
$307,000
Harry Sladich
$259,000
(ii) RSU grants. The executive officers were granted time-based
restricted stock units (RSUs) under our 2015 stock incentive plan
covering the number of shares of our common stock shown opposite
their respective names in the following table:
Executive
Number of Shares of Common Stock Underlying
RSUs(1)
Value of Stock Underlying RSUs(2)
Gregory T. Mount
65,780
$463,750
Douglas Ludwig(3)
26,978
$187,500
William J. Linehan
14,340
$101,100
Thomas L. McKeirnan
13,064
$92,100
Harry Sladich
11,021
$77,700
(1) The RSUs will, subject to continued employment, vest 25% on
each anniversary of the date of grant. (2) Based on the closing
market price of our common stock on March 31, 2017 of $7.05 per
share, except for Douglas Ludwig, which is based on the closing
market price of our common stock on April 3, 2017. (3) Mr. Ludwig
started on April 3, 2017.
(iii) PSU grants. The compensation committee approved the grant
of performance based restricted stock units (PSUs) under our
2015 stock incentive plan covering the number of shares of our
common stock shown opposite their respective names in the
following table. The PSUs will vest March 31, 2020 in the event
the executives have achieved specified performance goals
described in each executives grant agreement. The following
grants are contingent upon shareholder approval of an amendment
to our existing 2015 stock incentive plan at our 2017 annual
shareholders meeting:
Executive
Number of Shares of Common Stock Underlying
PSUs(1)
Value of Stock Underlying PSUs(1)
Gregory T. Mount
105,248
$742,000
Douglas Ludwig
42,553
$300,000
William J. Linehan
22,945
$161,760
Thomas L. McKeirnan
20,902
$147,360
Harry Sladich
17,634
$124,320

(1) Number of shares shown represents the maximum number of
shares that may be issued to each executive on the vesting date
if all performance measures have been achieved. The PSUs will
be granted on May 25, 2017, the date of the annual meeting, if
we receive shareholder approval for the amendment to our 2015
Incentive Plan.
(iv) 2017 RLHC Executive Officers Bonus Plan.
The Plan provides for potential bonuses for our Chief Executive
Officer, Chief Financial Officer and our Executive Vice
Presidents. The target and maximum bonuses under the Plan
(Target Bonuses) are as follows:
Eligible Employees
Target Bonus
Maximum Bonus
Chief Executive Officer
50% of Base Salary
160% of Base Salary
Chief Financial Officer
70% of Base Salary
112% of Base Salary
Executive Vice President
50% of Base Salary
80% of Base Salary

Bonuses under the Plan will be based on the following three
performance goals:
(1)
Achievement of a company goal based on target Adjusted
EBITDA for 2017 (Target Adjusted EBITDA);
(2)
Achievement of one or more department goals based on
applicable division or department performance such as
gross operating profit; revenues from group business;
RevPar growth; increase in RevPar index; improvement in
customer service competitive quality index;
associate engagement; and addition of franchised and managed
hotels to RLHCs system of hotels; and
(3)
Achievement of one or more individual goals such as
execution of growth initiatives or other corporate
strategic goals and/or personal development.
The department and individual goals are established by the
CEO and Compensation Committee.
To determine bonuses under the Plan, the EBITDA goal will be
weighted 80% and the other two goals will be weighted 20%. No
bonus will be payable under the Plan unless the ratio (EBITDA
Goal Achievement) of (i) our actual adjusted EBITDA for 2017,
to (ii) Targeted Adjusted EBITDA exceeds 87.8%.
An executive must be employed by us at the time of payment in
order to receive a payout. All payments under the Plan are
subject to previous approval by the Compensation Committee.
Bonuses otherwise payable under the Plan may be deferred,
partially paid or withheld in their entirety if the
Compensation Committee determines that to be in the best
interests of our company.
A copy of the Plan is included as Exhibit 10.1 to this
report.
The foregoing is a summary of the matters approved by the
Compensation Committee. In the event of any difference
between this summary and the actual terms of the documents
that implement these matters, the terms of those documents
will control.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit
10.1
2017 RLHC Executive Officers Bonus Plan


About RED LION HOTELS CORPORATION> (NYSE:RLH)

Red Lion Hotels Corporation (RLHC) is a hospitality and leisure company. The Company is engaged in the franchising, management and ownership of hotels under the brands, including Hotel RL, Red Lion Hotel, Red Lion Inn & Suites, GuestHouse and Settle Inn & Suites (collectively the RLHC Brands). The RLHC brands represent upscale, midscale and economy hotels. The Company’s segments include company operated hotel segment, franchised hotels segment, entertainment segment and other. The hotels segment is engaged in guest room rentals, and food and beverage operations at its operated hotels. The franchised hotels segment is engaged in licensing its brands to franchisees. It offers various programs, which include its reservation system, guest loyalty program, national and regional sales, revenue management tools, quality inspections, advertising and brand standards. The entertainment segment consists of its WestCoast Entertainment and TicketsWest operations.

RED LION HOTELS CORPORATION> (NYSE:RLH) Recent Trading Information

RED LION HOTELS CORPORATION> (NYSE:RLH) closed its last trading session down -0.10 at 6.95 with 26,350 shares trading hands.