RLH Red Lion Hotels

Filed: 16 Mar 21, 4:09pm












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: March 16, 2021 (March 16, 2021)




(Exact name of Registrant as specified in its charter)




Washington 001-13957 91-1032187

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

1550 Market St. #425

Denver, CO 80202

(Address of principal executive offices, including zip code)

(509) 459-6100

(Registrant’s telephone number, including area code)


(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:



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-4(c))

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


Title of each class





Name of each exchange

on which registered

Common Stock RLH New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

On March 16, 2021, Red Lion Hotels Corporation (the “Company”) held a special meeting (the “Special Meeting”) of shareholders via live webcast in connection with the proposed merger of Roar Merger Sub Inc. (“Merger Sub”), a Washington corporation and a wholly owned subsidiary of Sonesta International Hotels Corporation, a Maryland corporation (“Parent”), with and into the Company (the “Merger”). As of the record date of the Special Meeting, there were a total of 25,501,255 shares of the Company’s common stock (“Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 20,048,708 shares of Common Stock were represented virtually or by proxy at the Special Meeting; therefore, a quorum was present.

Set forth below are the matters acted upon by the Company’s shareholders at the Special Meeting and the final voting results of each such matter.



The proposal to approve the Agreement and Plan of Merger, dated as of December 30, 2020, among the Company, Parent and Merger Sub (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”), pursuant to which the Merger will be consummated, with the Company surviving the Merger as a wholly owned subsidiary of Parent (such proposal, the “Merger Agreement Proposal”):


Votes For


Votes Against


Votes Abstaining


Broker Non-Votes

18,526,200 1,397,275 125,233  0



The proposal to approve, on a non-binding advisory basis, a resolution approving the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the Merger:


Votes For


Votes Against


Votes Abstaining


Broker Non-Votes

17,963,221 1,663,284 422,203  0



The proposal to approve the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal was rendered moot in light of the approval of the Merger Proposal.


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





/s/ Gary Kohn

Date: March 16, 2021   

Name: Gary Kohn

Title: Executive Vice President

          Chief Financial Officer and Treasurer