Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 1, 2020, Red Lion Hotels Corporation announced the appointment of
Mr. Gary Kohn as Executive Vice President and Chief Financial Officer, effective
May 29, 2020. There are no arrangements or understandings between Mr. Kohn and
any other persons pursuant to which he was selected as an officer and he has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Mr. Kohn brings to Red Lion more than 30 years of experience in finance,
accounting, investor relations, treasury and strategy. Mr. Kohn has been serving
as a consultant to Red Lion since May 18, 2020. Prior to joining Red Lion,
Mr. Kohn was the founder and principal of GAK Advisors, an investor relations
and financial consulting firm. From April 2016 until December 2018, Mr. Kohn
held the roles of Chief Financial Officer and Vice President Investor Relations
at Westmoreland Coal Company, and served as the Vice President, Investor
Relations and Treasurer for Intrepid Potash from January 2013 until April 2016.
Mr. Kohn has held leadership positions at companies including First Data,
Western Union, and Ciber. Mr. Kohn received his B.S. in Accounting from the
University of Northern Colorado in 1988 and was a licensed Certified Public
Accountant from 1989 through 2000.
We have entered into a letter agreement with Mr, Kohn under which he will be
employed by us on an at-will basis, and which contains the following terms
regarding his compensation: Mr. Kohn is entitled to an annual base salary of
$350,000. Mr. Kohn is eligible to participate in our short term and long term
incentive plans in which executive vice presidents may participate, and his
short term bonus target is set at 60% of base salary. Effective May 29, 2020,
Mr. Kohn will receive a one-time grant of 90,000 restricted stock units (RSUs),
which will vest 25% on each of the four anniversaries of issuance. Mr. Kohn will
be eligible to participate in the employee benefits programs that are available
to any newly hired executive vice president, as well as other benefits that are
subsequently added for executive vice presidents for which he is qualified as a
named executive officer of the Company. Mr. Kohn is also entitled to certain
severance benefits if his employment is terminated by the Company. If the
Company terminates Mr. Kohn at any time without cause, he will be entitled to
receive a severance payment equal to one-half of his annual base salary for the
year in which the termination occurs. If the Company experiences a change of
control during Mr. Kohn's employment, and there is a constructive termination of
his employment without cause within twelve months after such change of control,
then: (i) Mr. Kohn will receive a lump-sum severance payment equal to his annual
base salary for the year in which the termination occurs; (ii) RLHC will
accelerate vesting on any portion of any equity grant previously made to
Mr. Kohn under our 2015 Stock Incentive Plan, or any successor plan, that would
otherwise have vested within 12 months of the date of the constructive
termination; and (iii) all restrictions on vested restricted stock or restricted
stock units previously granted to Mr. Kohn will terminate, and the company shall
issue all common stock underlying any such awards (other than performance based
shares where performance has not been met, and the award agreement does not
authorize such acceleration).
The term "cause" means (i) Mr. Kohn willful and intentional failure or refusal
to perform or observe any of his material duties, responsibilities or
obligations, after notice and opportunity to cure; (ii) any willful and
intentional act by Mr. Kohn involving fraud, theft, embezzlement or dishonesty
affecting the company; or (iii) Mr. Kohn's conviction of (or a plea of nolo
contendere to) an offense that is a felony in the jurisdiction involved.
The term "change of control" means the occurrence of any one of the following
events: any merger or consolidation involving the acquisition of 50% or more of
the combined voting power of the company's outstanding securities by a "person"
or "group" (as those terms are defined in Sections 13(d) and 14(d) of the
Exchange Act of 1934), adoption of a sale or liquidation plan of substantially
all of the company's assets or other similar transaction or series of
transactions, or the acquisition of 50% or more of the combined voting power of
the company's outstanding securities by a person or group.
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A "constructive termination" will be deemed to occur if we terminate Mr. Kohn's
employment without cause or if Mr. Kohn voluntarily elects to terminate his
employment within thirty days after any of the following events occur without
his consent: (i) there is a significant reduction in the overall scope of his
duties, authorities and responsibilities, or (ii) there is a reduction of more
than 20% of his base salary or target bonus (other than any such reduction
consistent with a general reduction of pay across the company's or its
successor's executive staff as a group, as an economic or strategic measure due
to poor financial performance), or (iii) he is required to relocate from his
present residence as a condition of continuing employment.
Item 7.01. Regulation FD Disclosure.
A copy of the June 1, 2020 press release announcing the appointment of Mr. Kohn
is furnished as Exhibit 99.1 to this report.
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 June 1, 2020
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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