Diamondrock Hospitality Company filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$DRH
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
Release Agreements
On May 17, 2024 and May 21, 2024, DiamondRock Hospitality Company (the “Company”) entered into general release agreements with Troy G. Furbay and Mark W. Brugger, respectively (each, a “Release Agreement” and, collectively, the “Release Agreements”) in connection with the previously announced departures of Mr. Brugger as President and Chief Executive Officer of the Company and of Mr. Furbay as Executive Vice President and Chief Investment Officer of the Company, each effective as of April 15, 2024 (the “date of termination”).
Each of Messrs. Brugger’s and Furbay’s existing severance agreements with the Company required that they enter into such a release agreement with the Company. The Release Agreements provide for the following, among other matters:
•a pro-rata bonus for 2024 in the amount of $418,497 for Mr. Brugger and $154,076 for Mr. Furbay, in each case determined through the date of termination and calculated based on the executive’s target bonus for the 2024 fiscal year;
•a lump sum severance payment of $6,885,000 in the case of Mr. Brugger and $2,128,000 in the case of Mr. Furbay;
•continued health insurance coverage for the executive, his spouse and dependents until the earlier of eighteen months or the end of his eligibility for continued coverage;
•only with respect to Mr. Furbay, the reimbursement of up to $10,000 in attorney’s fees; and
•in lieu of previously conditionally approved equity awards for fiscal year 2024, a lump sum payment of $3,500,000 in the case of Mr. Brugger and $1,025,000 in the case of Mr. Furbay.
All cash payments owed to Messrs. Brugger and Furbay under their respective Release Agreement are payable within 30 days of the effective date of the relevant agreement.
In addition, each of Messrs. Brugger’s and Furbay’s outstanding equity awards will be treated as follows: (i) all restricted stock awards granted to the executive in 2022 that are subject to time-based vesting will vest immediately as of the date of termination; (ii) all performance stock units (“PSU”) awards granted to the executive in 2022 and 2023 that are subject to performance-based vesting conditions will remain eligible to be earned, but the executive will not receive any shares underlying the PSU awards until the end of the applicable performance period and the number of shares issued will equal the target amount for each PSU award; (iii) all long-term incentive units in DiamondRock Hospitality Limited Partnership (“DRH LP”), the Company’s operating partnership, granted to the executive in 2023 that are subject to time-based vesting will vest immediately as of the date of termination; and (iv) all restricted stock awards granted to the executive as special retention awards in 2021 that are subject to time-based vesting will vest immediately as of the date of termination.
The foregoing payments and benefits were conditioned upon a customary release of claims in favor of the Company and compliance with restrictive covenants and non-disclosure and non-disparagement covenants described in the Release Agreements. Additionally, Mr. Brugger’s Release Agreement restricts him from participating in certain activities relating to the Company for a period of five years.
This summary of the Release Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Release Agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this report:
Exhibit No. Description
10.1 General Release Agreement, dated May 17, 2024, between Troy G. Furbay and DiamondRock Hospitality Company.
10.2* General Release Agreement, dated May 21, 2024, between Mark W. Brugger and DiamondRock Hospitality Company.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File
* Portions of this exhibit have been omitted pursuant to Rule 601(b)(10)(iv) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DIAMONDROCK HOSPITALITY COMPANY | ||||||||||||||||||||
| Dated: May 23, 2024 | By: | /s/ Briony R. Quinn | ||||||||||||||||||
| Briony R. Quinn | ||||||||||||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||||||||||||