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 26, 2017 (May 25, 2017)

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.)

201 W. North River Drive

Suite 100

Spokane, Washington 99201

(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))

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 Rune 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Copmany  ☐

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 25, 2017, seven matters were submitted to a vote of our shareholders. The voting results were as follows:

1. Election of Directors. Each of the following nine individuals were elected to serve on our board of directors for terms that end at the 2018 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

Raymond R. Brandstrom

   17,519,773      836,362      94,540      3,938,736

James P. Evans

   17,556,654      799,581      94,440      3,938,736

Enrico Marini Fichera

   17,605,319      287,417      557,939      3,938,736

Joseph B. Megibow

   17,573,792      782,443      94,440      3,938,736

Gregory T. Mount

   17,604,464      751,671      94,540      3,938,736

Bonny W. Simi

   17,554,760      800,606      95,309      3,938,736

Michael Vernon

   17,475,175      881,060      94,440      3,938,736

Alexander Washburn

   17,605,057      834,852      10,766      3,938,736

Robert G. Wolfe

   17,605,474      750,661      94,540      3,938,736

2. Ratification of appointment of auditors. The shareholders ratified the appointment of BDO USA, LLP as our independent registered public accounting firm for 2017. The number of votes cast for and against the proposal, and the number of abstentions, were as follows:

 

For

 

Against

 

Abstain

22,301,741   74,350   13,320

3. Approval of 2017 RLHC Executive Officers Bonus Plan. The shareholders approved the 2017 RLHC Executive Officers Bonus Plan. 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

17,889,537   557,880   3,258   3,938,736

4. 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 captions “Compensation Discussion and Analysis” and “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

17,753,615   682,139   14,921   3,938,736

5. Advisory vote on the frequency of future advisory votes on executive compensation. The shareholders approved, on an advisory basis, holding an advisory shareholder vote approving executive compensation every one year. The number of votes cast for one year, two year and three year options, and the number of abstentions and broker non-votes, were as follows:

 

One Year

 

Two
Years

 

Three
Years

 

Abstain

 

Broker

Non-Votes

15,683,659   85,532   2,669,776   11,708   3,938,736

6. Approval of First Amendment to 2015 Stock Incentive Plan. The shareholders approved the First Amendment to 2015 Stock Incentive Plan. 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

13,032,178   4,987,603   430,894   3,938,736

7. Approval of Second Amendment to 2008 Employee Stock Purchase Plan. The shareholders approved the Second Amendment to 2008 Employee Stock Purchase Plan. 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

17,832,295   534,286   84,094   3,938,736

Consistent with our Board of Directors’ recommendation in our 2017 Proxy Statement and the vote of our shareholders, our Board of Directors has determined that the shareholder advisory vote on executive compensation will occur on an annual basis (every “one year”), until the next advisory vote on the frequency of advisory votes on executive compensation.


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.

 

Dated: May 26, 2017     RED LION HOTELS CORPORATION
    By:  

/s/ Thomas L. McKeirnan

      Thomas L. McKeirnan
     

Executive Vice President,

General Counsel and Secretary