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): September 21, 2015 (September 20, 2015)

BELMOND LTD.

(Exact name of registrant as specified in its charter)

001-16017 (Commission File Number) Bermuda   (State or other jurisdiction of incorporation) 98-0223493  (IRS Employer Identification No.)

22 Victoria Street

Hamilton HM 12, Bermuda

(Address of principal executive offices, including Zip Code)

(441) 295-2244

(Registrant's telephone number, including area code)

Not applicable

(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 (see General Instructions A.2. below):

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

(b)           On September 20, 2015, John M. Scott resigned as President and Chief Executive Officer of Belmond Ltd. (the “Company”)and as a member of the Company’s board of directors, effective immediately.

(c)           Effective September 20, 2015, Roeland Vos was appointed President and Chief Executive Officer of the Company. Mr. Vos will remain a director of the Company.

Mr. Vos, age 57, served as President of the Europe, Africa and Middle East division of Starwood Hotels & Resorts Worldwide, Inc. from 2001 to 2013.  From 2013 until March 31, 2015, he acted as an independent consultant to that division and as the independent vice chairman of the Supervisory Board of Design Hotels AG, a hotel marketing company majority-owned by Starwood and listed on the Munich stock exchange. Mr. Vos joined ITT Sheraton, a predecessor of Starwood, in 1982 and held progressively senior hotel operating and management positions throughout his career, including President, Europe and Senior Vice President and Area Director, Italy and Malta.  In addition to serving on the Board of Belmond, he is on the boards of the Joa Group Holding, a private company that operates 21 casinos in France, and Albron B.V., a Dutch company that operates catering and restaurant businesses in the Netherlands and Belgium.  Mr. Vos holds a Bachelors’ Degree in Financial Hotel Administration from the Hotel Management School, The Hague in the Netherlands.

In connection with Mr. Vos’ appointment, the Company has entered into certain compensatory agreements with Mr. Vos, including a Service Agreement between a subsidiary of the Company and Mr. Vos (the “Service Agreement”), and a Severance Agreement between the Company and Mr. Vos (the “Severance Agreement”), each dated September 20, 2015.

The principal terms of the Service Agreement relating to Mr. Vos’ compensation include the following:

 ● an annual base salary of £605,806, subject to annual increases as determined by the board of directors of the Company or its compensation committee;

 ● eligibility for an annual bonus at a target level of 100% of his annual base salary and a maximum level of 200% of his annual base salary, with a bonus of $£161,290  payable in respect of 2015 subject to achievement of individual goals and objectives;

 ● a sign-on award of 75,000 deferred Class A common shares of the Company vesting annually in three tranches;

 ● an equity grant for the stub period of 2015 for options granted over 96,165 class A common shares at an exercise price of $13.75 vesting pro rata annually in four tranches;

 ● participation at the executive level in future grants under the Company’s long-term incentive plan during each financial year of the Company;

 ● participation in the pension scheme of the subsidiary of the Company with employer contributions made at a rate of 7% of salary each month (rising to 8% in 2017) and employee contributions at a rate of 1% of salary each month;

 ● a severance payment in the event of termination of his employment without cause or his resignation for good reason in the amount of $2million paid in equal monthly installments over an 18 month period plus health insurance for 18 months for Mr. Vos and his spouse under the existing plans or, if he is not eligible, reimbursement or payment in cash to obtain the equivalent coverage in both cases conditional on compliance with post-termination obligations;

 ● provision of a furnished apartment in London for the non-exclusive use of Mr. Vos which will be leased for not more than £7,500 per month;

 ● reimbursement for reasonable commutation expenses for transportation between London and Brussels or Amsterdam.

The Service Agreement is a fixed-term agreement for an initial term of three years ending on December 31, 2018.  Unless the Service Agreement is terminated before the expiry of the initial term (by either party serving on the other no less than 3 months’ notice of termination to be served no later than September 30, 2018) the Service Agreement will automatically extend for a further two years until December 31, 2020.  If the Service Agreement is extended, it will, upon expiry of the extended fixed term, automatically terminate without the need for notice.

Under the Service Agreement, Mr. Vos is subject to a 12-month non-competition and non-solicitation covenants.

The principal terms of the Severance Agreement provide that if the Company undergoes a change in control, and if Mr. Vos’ employment is terminated by the Company or its subsidiary without cause or if he resigns for good reason within one year following the change in control (or in anticipation of the change in control), then Mr. Vos will not receive any severance benefits under his Service Agreement but will instead be entitled to a severance payment under the Severance Agreement.  Such payment shall be payable in cash and equal to (A) two times the sum of (x) Mr Vos’ applicable base salary; and (y) the most recent annual bonus payment made to Mr Vos less (B) any amount paid to Mr Vos in lieu of notice (or paid in respect of the remainder of any applicable fixed term at the time of such termination) shall be deducted from such amount.

(e)           On September 20, 2015, Mr. Scott, the Company and Belmond (UK) Limited (the “UK Company”), entered into a separation agreement (the “Separation Agreement”) in connection with Mr. Scott’s resignation from his positions with the Company and the UK Company.  Pursuant to the Separation Agreement, Mr. Scott will receive a cash payment of $2,791,650 (less all applicable withholding taxes), accelerated vesting of 110,000 shares of the Company’s class A common shares previously granted to Mr. Scott, and his accrued salary and contractual benefits up to and including September 20, 2015.  The Separation Agreement also includes covenants addressing cooperation and confidentiality and Mr. Scott is subject to a non-solicitation covenant contained in his employment agreement with the Company.  The Company agreed that Mr. Scott will not be subject to the non-competition covenant in his employment agreement.The Separation Agreement contains both a general release of claims against the Company by Mr. Scott and a release of claims against Mr. Scott by the Company, subject to certain exceptions.

The foregoing description of the terms of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10−Q for the quarter ending September 30, 2015.

ITEM 9.01.    Financial Statements and Exhibits

(d)	Exhibits
	99.1	News release of Belmond Ltd., dated September 21, 2015

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.

	BELMOND LTD.
	By:	/s/ Richard M. Levine
		Name: Richard M. Levine
		Title: Executive Vice President, Chief Legal Officer and Secretary
Date: September 21, 2015

Exhibit Index

Exhibit No.	Exhibit
99.1	Press release, dated September 21, 2015.

EX-99.1

EXHIBIT 99.1

BELMOND NAMES ROELAND VOS PRESIDENT AND CHIEF EXECUTIVE OFFICER

Company Reaffirms 3Q15 and FY2015 Financial Guidance

HAMILTON, BERMUDA – September 21, 2015. Belmond Ltd. (NYSE: BEL) (the “Company” or “Belmond”) today announced that the Company’s Board of Directors has named Board member Roeland Vos as the Company’s President and Chief Executive Officer, effective immediately.  Mr. Vos succeeds John Scott, who has resigned by mutual agreement with the Board and has also stepped down from the Board.  Mr. Vos will remain on the Board of Directors.

“We are pleased to name Roeland the Company’s new permanent President and CEO,” said Roland Hernandez, Chairman of the Board of Directors.  “Roeland has more than 30 years of hospitality experience, including 12 years as the president of the Europe, Africa and Middle East division of Starwood Hotels & Resorts Worldwide, where he increased the number of Starwood’s hotels in the region from 127 to 243, grew revenues to over $4 billion and managed a key region with approximately 45,000 employees.  During his tenure, he led the establishment of the Arabella joint venture, resulting in long-term management contracts for 30 hotels, as well as the successful introduction of the W, St. Regis and Aloft brands in the region.  Roeland also played a key role in the acquisition and integration of the Le Mèridien brand and in implementing an asset-light strategy, which generated over $2 billion in cash through the sale of hotels while retaining valuable long-term management contracts.”

Mr. Hernandez continued, “John Scott has led Belmond through a period of significant progress over the past three years, including rationalizing our portfolio, reducing costs, and developing our growth strategy.  Under John, Belmond led a comprehensive rebranding effort, reinvested in core properties, strengthened its portfolio and enhanced its financial position, establishing a solid platform for the Company.  I want to thank John for all of his efforts and we wish him the best in his future endeavors.

“As we focus on accelerating the pace of growth and realizing the tremendous potential of this Company, we are excited about the appointment of Roeland Vos.  Roeland is the perfect CEO to grow the top-line and capitalize on the many opportunities that exist in a dynamic and rapidly changing industry.  He is a strong strategic thinker, experienced hotelier and proven leader with a track record of delivering results.”

Mr. Vos said, “It’s a privilege to lead a Company with such an incredible collection of heritage properties.  At the same time, I am excited by the tremendous amount of untapped potential.  I look forward to continuing to work with the Board and Belmond’s management team to execute on our strategic plan and drive long-term shareholder value.  Having worked with the executive team as a Belmond director, I have first-hand appreciation of the strength of Belmond’s global operating leadership.  In keeping with Belmond’s long-term strategy, together we will focus on disciplined capital allocation, reinvesting in our properties, increasing the number of third party management contracts, and developing the Belmond brand as we drive top-line growth and profitability.”

Mr. Scott said, “Leading Belmond has been a great experience, and I want to thank all Belmond employees for their hard work and focus over the past three years.  We have made great strides as a Company, while continuing to provide the most exceptional and unique luxury travel experiences in the world.  My family and I are looking forward to returning to the U.S. after three years abroad, and I know that I am leaving the Company in very capable hands.”

The Company today also reaffirmed the guidance for the third quarter and full year 2015 that it provided in its second quarter 2015 earnings release issued on July 29, 2015, with the sole exception of central costs related to Mr. Scott’s departure and as described more fully in an 8-K that will be filed with the Securities and Exchange Commission.

About Roeland Vos

Mr. Vos served as President of the Europe, Africa and Middle East division of Starwood Hotels & Resorts Worldwide, Inc. from 2001 to 2013.  In addition to serving on the Board of Belmond, he is on the boards of the Joa Group, a private company that operates 21 casinos in France, and Albron B.V., a Dutch foundation that operates catering and restaurant businesses in the Netherlands and Belgium.  Mr. Vos joined ITT Sheraton, a predecessor of Starwood, in 1982 and held progressively senior hotel operating and management positions throughout his career, including President, Europe and Senior Vice President and Area Director, Italy and Malta, during which period he was an integral part of the introduction and expansion of the Luxury Collection.  During his 12 years as President of Europe, Africa and Middle East, the division grew from 127 owned and managed properties to 243 spread over 60 countries, with another 64 hotels and resorts in the development pipeline.

Investor Call

Belmond Ltd. will conduct a conference call today at 9:00 a.m. EDT (2:00 p.m. BST).  Participants may listen to a simultaneous webcast of the conference call by accessing the presentations and events section of the Company’s investor relations website at: investor.belmond.com/presentations-and-events.

Alternatively, participants may dial into the call by using any of the following telephone numbers: +1 855 631 5368 (U.S. toll free), +1 330 863 3283 (standard international access) or 0800 028 8438 (U.K. free phone).  The conference ID number is 45732399.  A re-play of the conference call will be available by telephone until 12:00 p.m. EDT on September 28, 2015 and can be accessed by calling +1 855 859 2056 (U.S. toll free) or +1 404 537 3406 (standard international access).  The conference ID number is 45732399. A re-play will also be available on the Company’s website at investor.belmond.com.

About Belmond

Belmond is a global collection of exceptional hotel and luxury travel adventures in some of the world’s most inspiring and enriching destinations.  Established almost 40 years ago with the acquisition of Belmond Hotel Cipriani in Venice, the Company owns and/or operates 46 unique and distinctive hotel, rail and river cruise experiences in many of the world’s most celebrated destinations.  From city landmarks to intimate resorts, the collection includes Belmond Grand Hotel Europe, St. Petersburg; Belmond Copacabana Palace, Rio de Janeiro; Belmond Maroma Resort & Spa, Riviera Maya; and Belmond El Encanto, Santa Barbara.  Belmond also encompasses safaris, seven luxury tourist trains, including the Venice Simplon-Orient-Express, three river cruises and ‘21’, one of New York’s most storied restaurants.  Further information on the Company can be found at investor.belmond.com.

Forward-Looking Statements

This news release contains forward-looking statements that involve risks and uncertainties.  These statements are based on management’s current expectations, are not guarantees of performance and are subject to a number of uncertainties and risks that could cause actual results, performance and achievements to differ materially from those described in the forward-looking statements.  Factors that may cause actual results, performance and achievements to differ from those in the forward-looking statements include, but are not limited to, the developments disclosed in this news release, unknown effects on the travel and leisure markets of terrorist activity and any police or military response, varying customer demand and competitive considerations, failure to realize hotel bookings and reservations and planned real estate sales as actual revenue, inability to sustain price increases or to reduce costs, rising fuel costs adversely impacting customer travel and the Company’s operating costs, fluctuations in interest rates and currency values, uncertainty of negotiating and completing proposed asset sales, debt refinancings, capital expenditures and acquisitions, inability to reduce funded debt as planned or to agree bank loan agreement waivers or amendments, adequate sources of capital and acceptability of finance terms, possible loss or amendment of planning permits and delays in construction schedules for expansion projects, delays in reopening properties closed for repair or refurbishment and possible cost overruns, shifting patterns of tourism and business travel and seasonality of demand, adverse local weather conditions, possible challenges to the Company’s ownership of its brands, the Company’s reliance on technology systems, changing global or regional economic conditions and weakness in financial markets which may adversely affect demand, legislative, regulatory and political developments (including the evolving political situation in Ukraine and its impact on current and future demand), and possible challenges to the Company’s corporate governance structure. Further information regarding these and other factors is included in the filings by the Company with the U.S. Securities and Exchange Commission.  The Company undertakes no obligation to update or revise publicly any forward-looking statement, whether due to new information, future events or otherwise.

Contacts

Investors:

Amy Brandt

Vice President, Investor Relations

amy.brandt@belmond.com

+1 212 764 8210

Media:

Maria Kuhn

Corporate Director of Communications

maria.kuhn@belmond.com

+44 (0) 20 3117 1375