Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2019, Red Lion Hotels Corporation (the Company) announced
that Greg T. Mount, President and Chief Executive Officer and Director of Red Lion Hotels Corporation, resigned his positions with the Company, effective November 7, 2019. There were no disagreements between the Company and Mr. Mount on
any matter relating to the Companys operations, policies or practices which led to his resignation.
The Board has determined that
Mr. Mounts separation from the Company should be treated as a termination without cause within the meaning of that certain offer letter, dated February 27, 2015, between the Company and Mr. Mount (which agreement has
previously been filed with the SEC), and he will be entitled to receive upon his departure a lump sum severance payment in an amount equal to his current base salary.
In the interim period, effective immediately, management of the day to day affairs of the Company has been entrusted to a management committee consisting of
Company executives Gary Sims, EVP, COO, Julie Shiflett, EVP, CFO and Thomas McKeirnan, EVP, General Counsel, reporting directly to the Board. Julie Shiflett, Executive Vice President and Chief Financial Officer, will assume the responsibilities of
interim principal executive officer of the Company. To manage the search for a new chief executive officer, the Board of Directors formed a search committee comprised of outside directors Jake Brace as Chair, Joseph Megibow, Bonny Simi and Ted
Darnall.
Ms. Shiflett, 51, returned to the Company in January 2019 as Chief Financial Officer after having served as our Vice President of Finance
from October 2010 to September 2011, and as our Chief Financial Officer from September 2011 to October 2014. From December 2014 until December 2018, Ms. Shiflett served as Principal of NorthWest CFO, an outsourced financial expert consultancy
she founded in 2008, where she provided financial consulting services and support to the Company for various strategic initiatives. Ms. Shiflett currently serves on the Board of Directors of Northwest Farm Credit Services. There are no
arrangements or understandings between Ms. Shiflett and any other persons pursuant to which she was selected as an officer and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K. Ms. Shiflett will not receive any additional compensation as a result of her temporary appointment as interim principal executive officer.
The press release, dated November 8, 2019, announcing Mr. Mounts resignation has been filed as Exhibit 99.1 to this report