0001193125-14-449644.txt : 20141222 0001193125-14-449644.hdr.sgml : 20141222 20141222085100 ACCESSION NUMBER: 0001193125-14-449644 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141219 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20141222 DATE AS OF CHANGE: 20141222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Extended Stay America, Inc. CENTRAL INDEX KEY: 0001581164 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 463140312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36190 FILM NUMBER: 141301672 BUSINESS ADDRESS: STREET 1: 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: (980) 345-1600 MAIL ADDRESS: STREET 1: 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 CITY: CHARLOTTE STATE: NC ZIP: 28277 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESH Hospitality, Inc. CENTRAL INDEX KEY: 0001507563 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36191 FILM NUMBER: 141301673 BUSINESS ADDRESS: STREET 1: 11525 N. COMMUNITY HOUSE ROAD STREET 2: SUITE 100 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: (980) 345-1600 MAIL ADDRESS: STREET 1: 11525 N. COMMUNITY HOUSE ROAD STREET 2: SUITE 100 CITY: CHARLOTTE STATE: NC ZIP: 28277 FORMER COMPANY: FORMER CONFORMED NAME: ESH Hospitality LLC DATE OF NAME CHANGE: 20101210 8-K 1 d839308d8k.htm 8-K 8-K

 

 

UNITED STATES

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

Date of Report (date of earliest event reported) – December 22, 2014 (December 19, 2014)

 

 

EXTENDED STAY AMERICA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36190   46-3140312

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina

   28277
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (980) 345-1600

 

 

ESH HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36191   27-3559821

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

11525 N. Community House Road, Suite 100

Charlotte, North Carolina

   28277
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (980) 345-1600

 

 

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-4c))

 

 

 

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Certain of the executive officers of Extended Stay America, Inc. (the “Company”) are party to employment agreements (the “Executive Agreements”) which were entered into between the executive and ESA Management, LLC, a wholly-owned subsidiary of the Company, in each case, prior to the initial public offering of the Company and ESH Hospitality, Inc. As part of the Company’s decision to transition away from the use of the Executive Agreements, the Company intends for ESA Management, LLC to provide each executive officer with an Executive Agreement notice of non-renewal no less than 90 days prior to the expiration of the employment term, pursuant to the terms of the respective Executive Agreement.

Each executive officer with an Executive Agreement has been informed of the Company’s intent to transition away from the use of the Executive Agreements. As part of this transition, on December 19, 2014, ESA Management, LLC provided notice to Thomas Seddon, the Company’s Chief Marketing Officer, of its intent not to renew the employment term under his Executive Agreement, which will expire on April 16, 2015.

Upon expiration of his Executive Agreement on April 16, 2015, Mr. Seddon will become a participant in the Extended Stay America, Inc. Executive Severance Plan, which was adopted by the Compensation Committee of the Board of Directors of the Company on June 19, 2014, conditioned upon Mr. Seddon’s execution and delivery of a participation agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EXTENDED STAY AMERICA, INC.
Date: December 22, 2014     By:   /s/ Christopher Dekle
      Name: Christopher Dekle
      Title: General Counsel
    ESH HOSPITALITY, INC.
Date: December 22, 2014     By:   /s/ Christopher Dekle
      Name: Christopher Dekle
      Title: General Counsel