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):

May 28, 2019

DiamondRock Hospitality Company

(Exact name of registrant as specified in charter)

2 Bethesda Metro Center, Suite 1400
Bethesda, MD 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))

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

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

On May 28, 2019, Jay L. Johnson notified DiamondRock Hospitality Company (the “Company”) that he would be resigning as the Company’s Executive Vice President and Chief Financial Officer, effective as of August 31, 2019.  Mr. Johnson’s departure is not related to any issues involving the Company’s financial results, business practices, internal controls or financial reporting.  Mr. Johnson has accepted the position of Chief Financial Officer of Lamar Advertising Company effective October 1, 2019.

Item 7.01              Regulation FD Disclosure.

A copy of the press release issued by the Company on May 30, 2019 to announce the resignation of Mr. Johnson 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 JAY JOHNSON TO STEP DOWN AS EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER EFFECTIVE AUGUST 31, 2019

BETHESDA, MD — May 30, 2019 — DiamondRock Hospitality Company (“DiamondRock” or the “Company”) (NYSE: DRH) today announced that Executive Vice President & Chief Financial Officer, Jay Johnson, will be stepping down from his role effective August 31, 2019, in order to assume the position of Chief Financial Officer of Lamar Advertising Company (NASDAQ: LAMR) in Baton Rouge, Louisiana.  Mr. Johnson has served as DiamondRock’s Chief Financial Officer since April 1, 2018.

“We appreciate all of Jay’s contributions to DiamondRock,” said Mark Brugger, President and Chief Executive Officer.  “We understand his decision to pursue a new opportunity at a larger company and closer to his hometown in Louisiana.  We wish him the best in his new role.”

Mr. Johnson stated, “I feel privileged to have worked at DiamondRock and would like to thank Mark, the Board of Directors and my colleagues for the opportunity to work with an outstanding team.  I look forward to maintaining our relationships in the coming years.”

The Company expects to name a new Chief Financial Officer before Mr. Johnson’s scheduled departure on August 31, 2019.

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 owns 31 premium quality hotels with over 10,000 rooms. The Company has strategically positioned its hotels to be operated both under leading global brand families such as Hilton and Marriott as well as unique 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.