Red Lion Hotels CORP false 0001052595 0001052595 2020-05-19 2020-05-19

 

 

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): May 21, 2020 (May 19, 2020)

 

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 Number)

1550 Market St. #425, Denver, Colorado 80202

(Address of Principal Executive Offices)

(509) 459-6100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

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 register 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 5.07 Submission of Matters to a Vote of Security Holders.

At our annual meeting of shareholders on May 19, 2020, three matters were submitted to a vote of our shareholders. The voting results were as follows:

1. Election of Directors. Each of the following seven individuals were elected to serve on our board of directors for terms that end at the 2021 annual meeting of shareholders. The number of votes cast for and against each nominee, the number of abstentions and the number of broker non-votes, were as follows:

Nominee

 

For

   

Against

   

Abstain

   

Broker
Non-Votes

 

R. Carter Pate

   

17,025,980

     

1,176,117

     

63,321

     

5,163,008

 

Frederic F. “Jake” Brace

   

16,984,121

     

1,217,952

     

63,345

     

5,163,008

 

Linda C. Coughlin

   

17,018,471

     

1,184,595

     

62,352

     

5,163,008

 

Ted Darnall

   

17,018,196

     

1,183,994

     

63,228

     

5,163,008

 

Janet L. Hendrickson

   

17,021,559

     

1,180,620

     

63,239

     

5,163,008

 

Joseph B. Megibow

   

17,015,320

     

1,187,664

     

62,434

     

5,163,008

 

Kenneth R. Trammell

   

17,019,062

     

1,183,018

     

63,338

     

5,163,008

 

2. Ratification of Appointment of Auditors. The shareholders ratified the appointment of BDO USA, LLP as our independent registered public accounting firm for 2020. The number of votes cast for and against the proposal, and the number of abstentions, were as follows:

For

 

Against

 

Abstain

22,856,167

 

422,359

 

149,900

3. Advisory Vote on Executive Compensation. The shareholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement for the annual meeting under the caption “Executive Compensation”. The number of votes cast for and against the proposal, and the number of abstentions and broker non-votes, were as follows:

For

 

Against

 

Abstain

 

Broker Non-Votes

16,937,769

 

1,256,791

 

70,858

 

5,163,008


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.

 

 

RED LION HOTELS CORPORATION

             

Date: May 21, 2020

 

 

By:

 

/s/ Thomas L. McKeirnan

 

 

 

Thomas L. McKeirnan

 

 

 

Executive Vice President

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