8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 21, 2020 (May 19, 2020)

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 Number)

1550 Market St. #425, Denver, Colorado 80202

(Address of Principal Executive Offices)

(509) 459-6100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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))

Securities register pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	RLH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

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 19, 2020, three matters were submitted to a vote of our shareholders. The voting results were as follows:

1. Election of Directors. Each of the following seven individuals were elected to serve on our board of directors for terms that end at the 2021 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
R. Carter Pate		17,025,980		1,176,117		63,321		5,163,008
Frederic F. “Jake” Brace		16,984,121		1,217,952		63,345		5,163,008
Linda C. Coughlin		17,018,471		1,184,595		62,352		5,163,008
Ted Darnall		17,018,196		1,183,994		63,228		5,163,008
Janet L. Hendrickson		17,021,559		1,180,620		63,239		5,163,008
Joseph B. Megibow		17,015,320		1,187,664		62,434		5,163,008
Kenneth R. Trammell		17,019,062		1,183,018		63,338		5,163,008

2. Ratification of Appointment of Auditors. The shareholders ratified the appointment of BDO USA, LLP as our independent registered public accounting firm for 2020. The number of votes cast for and against the proposal, and the number of abstentions, were as follows:

For	Against	Abstain
22,856,167	422,359	149,900

3. 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 caption “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
16,937,769	1,256,791	70,858	5,163,008

SIGNATURE

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
Date: May 21, 2020	By:	/s/ Thomas L. McKeirnan
		Thomas L. McKeirnan
		Executive Vice President

XML

Document and Entity Information	May 19, 2020
Cover [Abstract]
Entity Registrant Name	Red Lion Hotels CORP
Amendment Flag	false
Entity Central Index Key	0001052595
Document Type	8-K
Document Period End Date	May 19, 2020
Entity Incorporation State Country Code	WA
Entity File Number	001-13957
Entity Tax Identification Number	91-1032187
Entity Address, Address Line One	1550 Market St. #425
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(509)
Local Phone Number	459-6100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	RLH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false