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) – August 9, 2019

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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share, of Extended Stay America, Inc. and Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc., which are attached and trade together as a Paired Share.	STAY	Nasdaq Global Select Market

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

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

Departure of Officer

On August 9, 2019, M. Thomas Buoy informed Extended Stay America, Inc. (the “Company”) that he will be resigning from his position as Executive Vice President, Revenue of the Company, effective as of December 31, 2019 (the “Resignation Date”). During the period prior to the Resignation Date, Mr. Buoy will continue to provide services to the Company as the Executive Vice President, Revenue, and following the Resignation Date, the Company will be eliminating the position of Executive Vice President, Revenue.

The Company expects to create a new position of Chief Marketing Officer and has commenced a search process to identify an individual to serve in that role.

Separation Agreement

Mr. Buoy and the Company have entered into a separation letter agreement with the Company, dated August 9, 2019 (the “Separation Agreement”). The Separation Agreement provides that as of the Resignation Date, Mr. Buoy’s position of Executive Vice President, Revenue will be eliminated. During the period from January 1, 2020 through March 31, 2020 (the “Transition Services Period”), Mr. Buoy will remain an employee and serve as an advisor to the Company reporting directly to the new Chief Marketing Officer. Following the completion of the Transition Services Period, Mr. Buoy’s employment will be terminated (the “Termination Date”).

During the Transition Services Period, Mr. Buoy will continue to: (i) receive base salary at the annual rate of $459,380 payable bi-weekly through the Company’s payroll (subject to applicable taxes and withholdings), (ii) remain eligible to receive the 2019 annual bonus based on actual performance under the Extended Stay America, Inc. Annual Incentive Plan, and (iii) vest in his restricted share units pursuant to the terms of each of the Long Term Incentive Plan Restricted Share Agreements for 2017, 2018 and 2019.

Following the completion of the Transition Services Period, Mr. Buoy’s employment with the Company will terminate and, subject to his execution and non-revocation of a release of claims, he will generally be entitled to receive the benefits provided under the Extended Stay America, Inc. Executive Severance Plan (“Severance Plan”), which include cash severance, health plan benefit continuation and outplacement services. However, pursuant to the Separation Agreement, the cash severance that Mr. Buoy will receive will be 75% of his base salary rather than 100% as provided in the Severance Plan and a target bonus equal to 100% of his base salary.

The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified by its entirety by, the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated here by reference.

Item 9.01 Exhibits

(d) Exhibits

Exhibit 10.1 Separation Agreement between Extended Stay America, Inc. and M. Thomas Buoy, dated as of August 9, 2019.

SIGNATURES

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: August 9, 2019	By:	/s/ Christopher N. Dekle
	Name:	Christopher N. Dekle
	Title:	General Counsel
	ESH HOSPITALITY, INC.
Date: August 9, 2019	By:	/s/ Christopher N. Dekle
	Name:	Christopher N. Dekle
	Title:	General Counsel

EX-10.1

Exhibit 10.1

August 9, 2019

M. Thomas Buoy

Executive Vice President, Revenue

Extended Stay America, Inc.

11525 N. Community House Road, Suite 100

Charlotte, NC 28277

Dear Tom:

Following up on our previous discussion regarding the elimination of the Executive Vice President, Revenue, this letter confirms the terms of your continued employment after your position is eliminated on December 31, 2019. Effective January 1, 2020, the following terms will become effective:

New Title	Advisor, reporting to Chief Marketing Officer. You will be an employee and not an independent contractor.
Length of Assignment	January 1, 2020 through March 31, 2020
Duties	Assistance and advice as needed and requested by Chief Marketing Officer to support transition.
Support	You may work remotely or at HSC at your discretion except as Chief Marketing Officer specifically requests.
Salary	You will continue to be paid your base salary at the annual rate of $459,380. You will be paid bi-weekly through ESA normal payroll process. Ordinary tax, benefit and other required payroll deductions and withholdings will continue to be taken through your employment period.
Benefits	You will continue to be eligible to participate in Company’s standard benefits program through your employment. Upon termination, you are eligible to continue benefits coverage through COBRA. This coverage is available to you for up to 18 months.
Annual Incentive	You will be eligible for your bonus based on 2019 actual results as calculated under the Extended Stay America, Inc. Annual Incentive Plan, consistent with prior years and other members of the Senior Leadership Team.
Time and Performance RSUs	Restricted Share Units will continue to vest as scheduled per the terms of the 2017, 2018, and 2019 Long Term Incentive Plan Restricted Share Agreement.
Severance	At the end of your period of employment , you will be entitled to the benefits under the Extended Stay America, Inc. Executive Severance Plan except salary payment will be at seventy-five percent not one hundred percent, and your target bonus will be deemed to be 100% of your base salary.

Release At the end of your period of employment, you will execute a release as provided in Extended Stay America, Inc. Executive Severance Plan.

Please sign below to reflect your agreement to the terms outlined in this memorandum and return to my attention.

Sincerely,

/s/ Kevin Henry

Kevin Henry

Chief Human Resource Officer

Accepted and agreed

/s/ M. Thomas Buoy

M. Thomas Buoy

Date: August 9, 2019

XML

Document and Entity Information	Aug. 09, 2019
Document Information [Line Items]
Document Type	8-K
Entity Registrant Name	EXTENDED STAY AMERICA, INC
Document Period End Date	Aug. 09, 2019
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36190
Entity Tax Identification Number	46-3140312
Entity Address, Address Line One	11525 N. Community House Road, Suite 100
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	980
Local Phone Number	345-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Trading Symbol	STAY
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001581164
ESH Hospitality, Inc.
Document Information [Line Items]
Entity Registrant Name	ESH HOSPITALITY, INC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36191
Entity Tax Identification Number	27-3559821
Entity Address, Address Line One	11525 N. Community House Road, Suite 100
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	980
Local Phone Number	345-1600