Red Lion Hotels CORP CO false 0001052595 0001052595 2020-05-15 2020-05-15

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 15, 2020

Date of Report (Date of earliest event reported)

RED LION HOTELS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Washington		001-13957		91-1032187
(State or Other Jurisdiction of Incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

1550 Market St. #425

Denver, CO 80202

(Address of Principal Executive Offices, Zip Code)

(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 May 15, 2020, Red Lion Hotels Corporation (the “Company”) announced the departure of Nate Troup, Executive Vice President and Chief Financial Officer. Mr. Troup’s last day with the Company will be May 29, 2020. Mr. Troup is leaving the Company to join Twilio as its Vice President, Global Controller. There were no disagreements between the Company and Mr. Troup on any matter relating to the Company’s operations, policies or practices which led to his departure.

Under the Company’s letter agreement with Mr, Troup, upon his departure he will repay the $100,000 bonus he received upon his promotion to CFO.    

The Company has engaged Gary A. Kohn, a financial consultant with extensive public company chief financial officer experience, to support the Company during the transition and until a replacement chief financial officer can be identified. In addition to his CFO experience, Mr. Kohn also has extensive experience with treasury, financial planning and analysis, and investor relations functions. The Company intends to promptly begin a search for a permanent CFO.

Item 7.01.

Regulation FD Disclosure.

A copy of the May 15, 2020 press release detailing the departure of Mr. Troup is furnished as Exhibit 99.1 to this report.

Forward Looking Statements

This current report on Form 8-K 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 report 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, our dependency upon the ability and experience of executive officers, and our ability to retain or replace such officers; 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; as well as other matters discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2019, its quarterly report on Form 10-Q for the quarter ended March 31, 2020, 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.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.				Description
	99.1			Press Release dated May 15, 2020
	104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
Date: May 15, 2020		By:		/s/ John Russell
				John Russell,
				Interim Chief Executive Officer