ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2020, the Board of Directors (the "Board") of DiamondRock Hospitality Company (the "Company") appointed Mr. Michael A. Hartmeier to the Board, effective October 1, 2020. Mr. Hartmeier was also appointed as a member of each of the Audit, Compensation and Nominating & Corporate Governance Committees effective October 1, 2020.

Mr. Hartmeier is the former Group Head of Lodging, Gaming and Leisure Investment Banking at Barclays. His prior roles include group head positions in hospitality and gaming for Lehman Brothers and Credit Suisse First Boston. Mr. Hartmeier has completed over $125 billion in financing and advisory assignments during his 25 years as an investment banker. Mr. Hartmeier received his Masters of Business Administration from Harvard Business School and a B.A. in Economics-Business from the University of California Los Angeles ("UCLA"). While at UCLA, he was awarded the Pacific-10 Conference Medal. He is a Certified Public Accountant (non-practicing) and began his career as an auditor at Price Waterhouse.

Effective on October 1, 2020, Mr. Hartmeier will become eligible to receive the standard compensation provided by the Company to its other non-employee directors. Additionally, in connection with Mr. Hartmeier's appointment to the Board, the Company and Mr. Hartmeier will enter into an indemnification agreement in substantially the same form as the Company has entered into with each of the members of the existing Board. Mr. Hartmeier is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a member of the Board, nor is he a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

ITEM 7.01. Regulation FD Disclosure.

On August 31, 2020, the Company announced that Mr. Hartmeier had been appointed to the Company's Board of Directors, effective October 1, 2020. A copy of that press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated by reference herein. The press release has also been posted in the investor relations/press releases section of the Company's website at www.drhc.com.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for any purpose, including for the 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, and shall not be deemed to be 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. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

ITEM 8.01. Other Events.

On August 27, 2020, the Company entered into several agreements with Marriott International, Inc. ("Marriott") that provide for the following: • The Marriott management agreements (and related agreements) for the


       following five hotels were terminated, and the Company entered into new
       Marriott franchise agreements as follows:

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          Hotel             Effective Date    Franchise Term     Franchise Fees
                                               20 Years with
                                                one 10-year
                                              renewal term at 6% of rooms revenue
Atlanta Marriott                                Marriott's     and 3% of food and
Alpharetta                 September 8, 2020      option        beverage revenue
                                               20 Years with
                                                one 10-year
                                              renewal term at 6% of rooms revenue
Salt Lake City Marriott                         Marriott's     and 3% of food and
Downtown                   September 2, 2020      option        beverage revenue
The Lodge at Sonoma                            December 31,
Resort & Spa                August 31, 2020        2035       5% of rooms revenue
Charleston Historic                            December 31,

District Renaissance September 22, 2020 2031 5% of rooms revenue Courtyard Manhattan/Fifth

                      December 28,
Avenue                    September 30, 2020       2035       6% of rooms revenue

The term of each of the new franchise agreements is generally equivalent to the term remaining under each of the management agreements that are being terminated, including Marriott's extension options. Additionally, the Company and Marriott agreed upon a renovation scope and timeline for the Atlanta Marriott Alpharetta, Salt Lake City Marriott Downtown, and Courtyard Manhattan/Fifth Avenue that will occur on a staggered basis over several years starting in 2022.



•      The Company entered into a new franchise agreement for the Vail Marriott
       Mountain Resort & Spa to convert the brand to a Luxury Collection Hotel.
       The new franchise agreement has a term of 20 years, and the brand
       conversion will be effective upon the completion of an agreed-upon
       renovation. The franchise fees ramp up for the first two years to
       stabilize in the third year at the standard fees of 5% of rooms revenue
       and 2% of food and beverage revenue thereafter.



•      The franchise agreement for the Lexington Hotel New York has been amended
       to provide the Company with a right to terminate such agreement on or
       after April 2, 2021, subject to the payment of unamortized key money as of
       the date of termination and payment of a termination fee.



•      The franchise agreements for the JW Marriott Denver Cherry Creek, Westin
       Washington D.C. and Westin San Diego have been amended to extend the term
       of each agreement by 10 years. The amended franchise agreement for the JW
       Marriott Denver Cherry Creek provides the Company an option to convert the
       hotel to a Luxury Collection Hotel, subject to the completion of a
       property improvement plan.


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 31, 2020
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

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