SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 2006 (November 21, 2006)
RED LION HOTELS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Washington
(State or Other Jurisdiction
of Incorporation)
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001-13957
(Commission file number)
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91-1032187
(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 of Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
On November 21, 2006, the Compensation Committee of the Board of Directors of Red Lion Hotels
Corporation (the “Company”) approved the following equity compensation awards to the Company’s
Chief Executive Officer, Chief Financial Officer and named executive officers under the Company’s
2006 Stock Incentive Plan (the “Plan”):
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| Name |
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Title |
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Award |
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Non-Qualified
Stock Options |
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Restricted Stock Units |
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Art Coffey
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President and Chief
Executive Officer
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64,145 |
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7,320 |
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Anupam Narayan
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Executive Vice
President, Chief
Investment Officer
and Chief Financial
Officer
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33,306 |
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3,801 |
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John Taffin
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Executive Vice
President Hotel
Operations
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17,650 |
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2,014 |
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Tom McKeirnan
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Senior Vice President
General Counsel
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11,447 |
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1,306 |
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The stock options vest at 25% per year over a four year period, beginning on the first anniversary
of the grant date, and have an expiration date of November 21, 2016. The stock options were issued
at an exercise price of $12.21 per share, the closing price reported for the Company’s common stock
on the New York Stock Exchange on November 21, 2006.
The restricted stock units vest 25% per year over a four year period, beginning on the first
anniversary of the grant date. Any restricted stock units that vest will be paid to the grantee in
shares of Company common stock as soon as is administratively practicable following the date of
vesting. The restricted stock units will vest only if the grantee remains in Continuous Service (as
defined in the Plan) with the Company or one of its Affiliates through the applicable vesting date.
The form of Restricted Stock Unit Agreement for awards under the Plan is filed herewith.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Exhibit |
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10 |
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Form of Restricted Stock Unit Agreement |
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2