8-K

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): December 3, 2019

RED LION HOTELS CORPORATION

(Exact name of Registrant as specified in its charter)

Washington

(State or other jurisdiction of incorporation or organization)

001-13957	91-1032187
(Commission File Number)	(I.R.S. Employer Identification No.)

1550 Market Street, Suite 350

Denver, Colorado 80202

(Address of Principal Executive Office)

(509) 459-6100

(Registrant’s telephone number, including area code)

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

On December 3, 2019, Red Lion Hotels Corporation (“RLHC” or the “Company”) announced the appointment of John J. Russell Jr. as the Company’s Interim Chief Executive Officer. Mr. Russell is expected to start immediately and will serve as our interim principal executive officer while RLHC continues its search for a permanent CEO.

Mr. Russell, 72, has served as President and COO of Sentry Hospitality since October 2017, a management company for hotels, resorts, conference centers, and private residence clubs. From March 2016 to July 2017, Mr. Russell was the Senior Vice President, Guest Experience, Education and Development, at the Georgia Aquarium, and from January 2012 through February 2016, Mr. Russell served as the President of Sentry Hospitality and Sentry Companies. Mr. Russell also recently served as Senior Advisor for Ocean Visions, Inc., a 501(c)(3) organization that funds and launches companies that find solutions to problems with oceans, its sources and animals within, to improve the health of our water sources for future generations. Over the past 40 years, Mr. Russell has held numerous executive positions with hospitality companies, including ITT Sheraton, Days Inn of America, Carlson Companies, Benchmark Hospitality, HFS, Cendant, RCI, Yesawich, Pepperdine, Brown and Russell (Partner), NYLO Hotels, MODO Hotels and CampusBrands.

There are no arrangements or understandings between Mr. Russell and any other persons pursuant to which he was selected as an officer and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

RLHC has entered into a letter agreement with Mr. Russell under which he will be employed by RLHC on an at-will basis, and which contains the following terms regarding his compensation:

Mr. Russell is entitled to an annual base salary of $400,000, and a performance bonus equal to $35,000 for each 90 days of employment completed by Mr. Russell and achievement of certain performance goals as outlined by the Compensation Committee of the Company’s Board of Directors. Mr. Russell will be required to relocate to Denver, Colorado for the term of his interim employment with the Company. During the term of his interim employment with the Company, the Company will provide for Mr. Russell’s use its furnished one-bedroom apartment in Denver, and will reimburse Mr. Russell for shipping costs to Denver, Colorado for one vehicle and reasonable household items, plus up to $5,000 of other reasonable relocation expenses. In addition, the Company will reimburse Mr. Russell for two round trip tickets for domestic flights for Mr. Russell and his spouse during the term of his interim employment with the Company. For any relocation reimbursements described above that are deemed wages under the Internal Revenue Code, the Company will gross up its reimbursement to Mr. Russell to account for federal income tax.

Mr. Russell will be eligible to participate in the employee benefits programs that are available to any newly hired executive, as well as other benefits that are subsequently added for executives for which he is qualified as a named executive officer of the Company.

If Mr. Russell is terminated within the first 90 days of his employment without “cause”, the Company will pay to Mr. Russell his base salary for the balance of the 90 days. The term “cause” means (i) the willful and intentional failure or refusal to perform or observe any material duties, responsibilities or obligations, after notice and opportunity to cure; (ii) any willful and intentional act involving fraud, theft, embezzlement or dishonesty affecting the company; or (iii) a conviction of (or a plea of nolo contendere to) an offense that is a felony in the jurisdiction involved.

Item 7.01 Regulation FD Disclosure

A copy of the December 3, 2019 press release announcing the appointment of Mr. Russell 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

Exhibit Number	Description
99.1	Press Release dated December 3, 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: December 3, 2019

EX-99.1

Exhibit 99.1

Red Lion Hotel Corporation Appoints Industry Veteran John Russell

Interim Chief Executive Officer

DENVER, December 3, 2019 – Red Lion Hotels Corporation (the “Company”) (NYSE: RLH), today announced industry veteran John J. Russell, Jr. has been appointed interim Chief Executive Officer. Mr. Russell, an expert on hotel brand growth with 40 years of hospitality experience, joins RLH to assist the executive management team in running the business, accelerating franchise sales, improving franchisee retention and aligning our cost structure with the size of our operations. The Board of RLH Corporation will continue the search for a permanent Chief Executive Officer during Mr. Russell’s tenure.

Bob Wolfe, Chairman of the Board, stated, “It is my pleasure to welcome John to the RLH team as our Interim CEO. John brings extensive hospitality experience including a proven history of expanding brands and growing franchise sales. He is a seasoned leader with global experience in lodging franchise management, operations, development, and marketing for hotels and resorts. His prior positions include Vice Chairman of the Travel Division of the Cendant Corporation, the predecessor to Wyndham Hotels, and CEO of Cendant’s hotel division where he was credited with the rapid growth of the Days Inn brand. We look forward to leveraging John’s expertise to help advance our franchise operations, accelerate organic growth and improve our franchisee retention, as our ongoing CEO search continues.”

Mr. Russell was most recently President and Chief Operating Officer with Sentry Hospitality. His responsibilities included overseeing operations, finance and marketing for resorts, lifestyle hotels and executive conference centers. Additional positions held during his successful career include Chairman and CEO or Senior Executive for companies including ITT Sheraton, Days Inn of America, Carlson Companies, Benchmark Hospitality, HFS, Cendant, RCI, Yesawich, Pepperdine, Brown and Russell (Partner), NYLO Hotels, MODO Hotels and CampusBrands. Mr. Russell has proven to be a successful brand builder and innovator of new brands such as Wingate Inns, NYLO and XP by NYLO, and MODO Hotels, and led the accelerated growth of legacy brands such as Days Inn, Ramada, Howard Johnson and Super 8. He was also CEO for three hotel management companies including Days Inns Management Company, Colony Hotels

and Resorts, and NYLO Hotels. Mr. Russell served as Chairman of the American Hotel and Lodging Association along with serving two terms as President of the Hospitality Sales Marketing Association. Mr. Russell is a graduate of West Point, United States Military Academy.

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