Item 5.02 Departures of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 20, 2020, in light of the substantial completion of Company's
transition to an asset-light franchise model, the Board of Directors of Red Lion
Hotels Corporation (the "Company") eliminated the position of Chief Operating
Officer. As a result, Gary L. Sims, who was instrumental in this transition, and
has served as Chief Operating Officer since June 25, 2018, will be leaving the
Company as of October 15, 2020, and the current functions of the COO will be
distributed among the Company's remaining executive team. There were no
disagreements between the Company and Mr. Sims on any matter relating to the
Company's operations, policies or practices which led to his departure.
Mr. Sims's separation from the Company is a termination "without cause" within
the meaning of that certain offer letter, dated May 25, 2018, as amended,
between the Company and Mr. Sims (which agreement and amendment have previously
been filed with the SEC), and he will be entitled to receive upon his departure,
conditional upon his execution and delivery of a separation agreement and
release of claims, a lump sum severance payment in an amount equal to one-half
of his annual base salary, or $175,000.
Item 8.01 Other Events.
On September 20, 2020, the Board of Directors of the Company also promoted
Judith A. Jarvis to Executive Vice President and General Counsel. Ms. Jarvis
currently most recently served as the Company's Senior Vice President and
Associate General Counsel, a position she held since October 1, 2016, and
previously was the Vice President of Legal Affairs and Chief Legal Officer of
Vantage Hospitality Group, Inc., from November 8, 2008, through September 30,
2016. A 1989 graduate of the University of Miami School of Law, Ms. Jarvis has
practiced corporate, securities, and franchising law since 1990, after serving
as Law Clerk to the Chief Judge of the United States Court of Federal Claims.
Ms. Jarvis also is an Adjunct Professor of Law at Nova Southeastern Law Center,
where she teaches a Franchising Law Workshop and has taught Gambling Law and
Securities Law, among other courses, intermittently since 2000. In connection
with her promotion, Ms. Jarvis will be entitled to receive a base salary equal
to $225,000 annually, and will be eligible to participate in the short-term
bonus plans and long-term equity plans consistent with those offered to other
executive officers of the Company. There are no arrangements or understandings
between Ms. Jarvis and any other persons pursuant to which she was selected as
an officer and she has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The information presented in this Current Report on Form 8-K may contain
forward-looking statements and certain assumptions upon which such
forward-looking statements are in part based. Numerous important factors,
including those factors identified in Red Lion Hotels Corporation's Annual
Report on Form 10-K and other of Red Lion Hotels Corporation's filings with the
Securities and Exchange Commission, and the fact that the assumptions set forth
in this Current Report on Form 8-K could prove incorrect, could cause actual
results to differ materially from those contained in such forward-looking
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