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

Date of Report (Date of earliest event reported):

January 8, 2018

DiamondRock Hospitality Company

(Exact name of registrant as specified in charter)

2 Bethesda Metro Center, Suite 1400

Bethesda, Maryland 20814

(Address of Principal Executive Offices)  (Zip Code)

(240) 744-1150

(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 (see General Instruction A.2. below):

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))

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

Emerging growth company     o

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.     o

Item 2.02              Results of Operations and Financial Condition.

On January 8, 2018, DiamondRock Hospitality Company (the “Company”) issued a press release announcing an update on its fourth quarter 2017 operations. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

On January 8, 2018, the Company announced the departure of Sean M. Mahoney as the Company’s Executive Vice President, Chief Financial Officer and Treasurer, effective March 31, 2018. Mr. Mahoney’s departure is not related to any issues involving the Company’s financial results, business practices, internal controls or financial reporting. Upon his departure, Mr. Mahoney will receive payments and benefits consistent with Section 3(b) of the Severance Agreement by and between Mr. Mahoney and the Company, dated March 9, 2007.

Item 7.01              Regulation FD Disclosure.

A copy of the press release issued by the Company to announce the update on its fourth quarter 2017 operations and the departure of Mr. Mahoney as discussed above is furnished as Exhibit 99.1 to this Current Report.

The information furnished pursuant to this Current Report, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

2

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.

3

Exhibit 99.1

COMPANY CONTACT

Mark Brugger

(240) 744-1150

FOR IMMEDIATE RELEASE

DIAMONDROCK ANNOUNCES CFO TRANSITION & PROVIDES UPDATE ON FOURTH QUARTER OPERATIONS

BETHESDA, Md., January 8, 2018 — DiamondRock Hospitality Company (the “Company”) (NYSE: DRH) announced today that Sean M. Mahoney, Executive Vice President and Chief Financial Officer, will leave the Company on March 31, 2018 to pursue other opportunities.  The change is not related to any issues involving the Company’s financial results, business practices, internal controls or financial reporting.  The Company has disclosed information about Mr. Mahoney’s departure in a Form 8-K filed with the Securities and Exchange Commission today.

DiamondRock has engaged Spencer Stuart to conduct a nationwide search for a successor.

“The Board and I thank Sean for all his contributions to DiamondRock since he joined us in 2004, and we wish him the best as he pursues the next chapter in his career,” said Mark W. Brugger, DiamondRock’s President and Chief Executive Officer.  “Our business continues to perform well and operations finished the year with a very strong fourth quarter.  The combination of DiamondRock’s high quality hotel portfolio, intense asset management focus and fortress balance sheet position it well to drive value for our shareholders in 2018 and beyond.”

Mr. Mahoney commented, “It has been a pleasure to work at DiamondRock for the last 13 years and I am incredibly proud of our team’s many accomplishments. After thoughtful consideration, I have decided it is time to pursue new business opportunities.  I wish the Company and my colleagues all the best for the future and know the Company is in good hands. I am confident in the team’s ability to drive value at DiamondRock going forward.”

The Company’s portfolio is performing at the top end of internal expectations due to its favorable market concentration and aggressive asset management. The Company currently expects fourth quarter RevPAR growth to come in just under the high end of its implied guidance of 4.0%. Additionally, the Company expects to recognize between $4 million and $5 million of business interruption insurance income related to recent natural disasters in the fourth quarter. This income was not included in the Company’s guidance provided on its third quarter earnings call.

1

About the Company

DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that is an owner of a leading portfolio of geographically diversified hotels concentrated in top gateway markets and destination resort locations.  The Company, as of the date herein, owns 28 premium quality hotels with over 9,600 rooms. The Company has strategically positioned its hotels to be operated both under leading global brands such as Hilton, Marriott, and Westin and boutique hotels in the lifestyle segment. For further information on the Company and its portfolio, please visit DiamondRock Hospitality Company’s website at www.drhc.com.

2