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):

August 8, 2019 

DiamondRock Hospitality Company

(Exact name of registrant as specified in charter)

Maryland	001-32514	20-1180098
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Bethesda Metro Center, Suite 1400

Bethesda, MD 20814

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code): (240) 744-1150

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 (see General Instruction A.2. below):

☐ 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(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DRH	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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 August 8, 2019, DiamondRock Hospitality Company (the “Company”) announced the appointment of Jeffrey J. Donnelly, age 48, as the Company’s Executive Vice President and Chief Financial Officer, effective August 19, 2019.

Prior to joining the Company, Mr. Donnelly was the Managing Director of Equity Research at Wells Fargo Securities. In his two-decade career there he co-founded Wells Fargo’s Real Estate Research Platform. Prior to Wells Fargo, Mr. Donnelly was Assistant Vice President at AEW Capital Management. In that role he had responsibility for a real estate portfolio of more than 40 properties. Specifically, he oversaw capital allocation, budgeting, capital markets and accounting for the diversified portfolio. Additionally, he led the disposition efforts on more than $1 billion in assets as well as a $1.6 billion property-for-stock transaction.

It is expected that Mr. Donnelly will enter into a severance agreement with the Company on terms consistent with those in the severance agreements between the Company and its other executive vice presidents.

ITEM 7.01 Regulation FD Disclosure

On August 8, 2019, the Company announced that Mr. Donnelly was appointed Executive Vice President and Chief Financial Officer. A copy of that press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 of this Current Report, including Exhibit 99.1 incorporated herein and attached hereto, is being furnished and shall not be deemed “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 such information be deemed 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.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this report: 

Exhibit No.	Description
99.1	Press Release dated August 8, 2019
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File

SIGNATURE

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.

	DIAMONDROCK HOSPITALITY COMPANY
Date: August 8, 2019	By:	/s/ Briony R. Quinn
		Briony R. Quinn
		Senior Vice President and Treasurer

EX-99.1

COMPANY CONTACT

Mark Brugger

(240) 744-1150

FOR IMMEDIATE RELEASE

DIAMONDROCK HOSPITALITY COMPANY APPOINTS JEFFREY J. DONNELLY AS EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER

BETHESDA, Maryland, August 8, 2019 - DiamondRock Hospitality Company (the "Company") (NYSE: DRH) a lodging-focused real estate investment trust that owns a portfolio of 31 premium hotels in the United States, today announced the appointment of Jeffrey J. Donnelly as Executive Vice President & Chief Financial Officer effective August 19, 2019.

Mark W. Brugger, President & Chief Executive Officer of the Company stated, “With 25 years of institutional real estate experience, Jeff brings a depth of market knowledge and strategic understanding that will allow him to make an immediate impact. I look forward to working closely with Jeff on capital allocation decisions going forward.”

Mr. Donnelly stated, “I am thrilled to be part of DiamondRock. The opportunity was particularly attractive to me because of the management team, the very high-quality portfolio, and the strong balance sheet. I believe my experience and perspective will enable me to contribute to the future success of DiamondRock and maximizing shareholder value.”

Prior to joining the Company, Mr. Donnelly was the Managing Director of Equity Research at Wells Fargo Securities. In his two-decade career there, he co-founded Wells Fargo’s Real Estate Research Platform and was widely recognized for the excellence of his work. Mr. Donnelly was ranked the No. 1 Real Estate Analysts by R/E Portfolio Magazine, six times recognized in the Top 10 Institutional Investor Rankings, and honored as a Wall Street Journal Analyst All Star. Prior to Wells Fargo, Mr. Donnelly was Assistant Vice President at AEW Capital Management. In that role he had responsibility for a real estate portfolio of more than 40 properties. Specifically, he oversaw capital allocation, budgeting, capital markets and accounting for the diversified portfolio. Additionally, he led the disposition efforts on more than $1 billion in assets as well as a $1.6 billion property-for-stock transaction.

Mr. Donnelly is a Chartered Financial Analyst (CFA), and holds certificates for the Series 7, 63, 86 & 87. He earned a B.B.A. Finance with a dual minor in Economics & Psychology from The George Washington University in 1992.

About the Company

DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that is an owner of a leading portfolio of geographically diversified hotels concentrated in top gateway markets and destination resort locations. The Company owns 31 premium quality hotels with over 10,000 rooms. The Company has strategically positioned its hotels to be operated both under leading global brand families such as Hilton and Marriott as well as unique boutique hotels in the lifestyle segment. For further information on the Company and its portfolio, please visit DiamondRock Hospitality Company’s website at www.drhc.com.

XML

Document and Entity Information	Aug. 08, 2019
Cover page.
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-32514
Title of 12(b) Security	Common Stock, $0.01 par value
Document Period End Date	Aug. 08, 2019
Amendment Flag	false
Document Type	8-K
Entity Registrant Name	DiamondRock Hospitality Co
Entity Address, Address Line One	2 Bethesda Metro Center, Suite 1400
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	240
Local Phone Number	744-1150
Entity Central Index Key	0001298946
Entity Emerging Growth Company	false
Trading Symbol	DRH
Security Exchange Name	NYSE
Entity Tax Identification Number	20-1180098