8-K

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

July 21, 2010 (July 19, 2010)
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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)

o Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

o Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

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

(d) On July 19, 2010, our board of directors increased the size of the board from seven to eight persons and appointed Melvin L. Keating to fill the resulting vacancy. Mr. Keating has not yet been appointed to serve on any board committees. He will serve as a Class C director and, in accordance with our bylaws and Washington law, his term will expire at our next annual meeting of shareholders. Our board expects that Mr. Keating will be nominated to stand for election by the shareholders as a Class C director at that meeting.

Mr. Keating currently sits on the board of directors of InfoLogix, Inc. and serves as its Audit Committee Chair. He also currently sits on the board of directors of Bitstream, Inc. and serves on its Audit Committee. Since November 2008, Mr. Keating has been a private consultant, providing investment advice and other services to private equity firms. From October 2005 to October 2008 Mr. Keating was President and Chief Executive Officer of Alliance Semiconductor Corporation in Santa Clara, California. From April 2004 to September 2005, he was Executive Vice President, Chief Financial Officer and Treasurer of Quovadx Inc. in Denver, Colorado. From 1997 to 2004, he was a Strategy Consultant for Warburg Pincus Equity Partners in New York, New York. From 1995 to 1997 he was President and Chief Executive Officer of Sunbelt Management Company in La Jolla, California and Delray Beach, Florida. From 1986 to 1995, he was Senior Vice President — Finance and Administration of Olympia & York Companies and successor companies also owned by the Reichmann family, in New York, New York and Toronto, Ontario, Canada.

Our board has affirmatively determined that Mr. Keating is independent of our company and its management under New York Stock Exchange listing standards and the standards set forth in our Corporate Governance Guidelines.

Mr. Keating will receive the standard compensation amounts payable to our non-employee directors, as described in our definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2010. These compensation amounts will be prorated to reflect the portion of the year that Mr. Keating will be serving as a director. Effective as of his appointment, Mr. Keating received a grant of 3,931 shares of our common stock in payment of the prorated compensation due through September 30, 2010. For each subsequent fiscal quarter, Mr. Keating will be entitled to receive additional shares of common stock having a value of $7,125.

A copy of our July 21, 2010 press release announcing the appointment of Mr. Keating is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
99.1	Press Release dated July 21, 2010

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     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
Dated: July 21, 2010	By:	/s/ Thomas L. McKeirnan
		Thomas L. McKeirnan
		Senior Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Contact:

Red Lion Hotels Corporation
Anthony Dombrowik, S.V.P., CFO
(509) 459-6100

Red Lion Hotels Expands Board of Directors;
Appoints Melvin L. Keating to Board

SPOKANE, WA, July 21, 2010 — Red Lion Hotels Corporation (NYSE: RLH) today announced that its Board of Directors voted to expand its membership from seven to eight directors and appointed Melvin L. Keating, age 63, to fill the new director position. In accordance with the company’s bylaws, Mr. Keating was appointed to serve until the company’s next annual meeting of shareholders.

Mr. Keating has spent a large part of his career working as a senior executive in the commercial real estate development industry, and was involved in major projects such as the development of the World Financial Center in New York and Canary Wharf in London. While with Warburg Pincus Equity Partners for seven years, Mr. Keating oversaw numerous strategic real estate-related transactions, including the creation and capitalization of a public Real Estate Investment Trust for which he served as a director. Mr. Keating has served as both a Chief Executive Officer and a Chief Financial Officer of publicly-held companies and has served on the boards of directors of numerous privately and publicly-held companies, many involved with commercial real estate. He currently serves on the Boards of Directors of two other publicly-held companies, InfoLogix, Inc. (NASDAQ: IFLG) and Bitstream, Inc. (NASDAQ: BITS).

“We were delighted with the opportunity to add Mel Keating to Red Lion’s Board of Directors,” said Donald K. Barbieri, Chairman of the Board of Red Lion Hotels Corporation. “His many ties to the financial markets, his executive experience and his deep understanding of the development, financing and management of commercial real estate will make him an excellent addition to our Board of Directors. Mel also brings to Red Lion outstanding experience as both a chief executive and a public company director. I look forward to working with Mel and know he will add a great new perspective to the strategic oversight of our company and high energy to our ongoing efforts to increase shareholder value.”

About Red Lion Hotels Corporation:

Red Lion Hotels Corporation is a hospitality and leisure company primarily engaged in the ownership, operation and franchising of midscale, full, select and limited service hotels under its Red Lion^® brand. As of March 31, 2010, the RLH hotel network was comprised of 45 hotels located in eight states and one Canadian province, with 8,671 rooms and 431,244 square feet of meeting space. The company also owns and operates an entertainment and event ticket distribution business. For more information, please visit the company’s website at www.redlion.com.