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

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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

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.

(d) On July 17, 2019, our Board of Directors increased the size of our board to ten directors and appointed a new director, Mr. Frederic F. (Jake) Brace, to fill the vacancy.

There are no arrangements or understandings between Mr. Brace and any other persons concerning his appointment as director of the Company and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K. Committee assignments for Mr. Brace have not yet been set by the Board.

Mr. Brace will be entitled to the same compensation as the other non-employee directors of the Company as set forth in the Company’s most recent proxy statement filed on April 19, 2019, including an annual retainer of $100,000 (pro-rated for his partial year of service), and annual retainer fees for any committees to which he is appointed. Director fees are payable quarterly in advance, and for each quarter, $17,500 of the fee is paid in shares of our common stock based on the closing market price on the regularly scheduled quarterly payment date. The balance of the quarterly fees are payable in cash, although they may be paid in stock to the extent a director so elects. Mr. Brace will also be reimbursed for his out-of-pocket expenses incurred in connection with his service on the Board and its committees.

A copy of the press release issued by the Company announcing the appointment of Mr. Brace 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

99.1    Press Release dated July 17, 2019


Red Lion Hotels CORP Exhibit
EX-99.1 2 d763461dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   RLH CORPORATION ADDS FREDERIC F. (JAKE) BRACE TO BOARD OF DIRECTORS DENVER (July 17,…
To view the full exhibit click here

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.