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):
August 13, 2008
DiamondRock Hospitality Company
(Exact name of registrant as specified in charter)
Maryland |
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001-32514 |
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20-1180098 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
6903
Rockledge Drive, Suite 800
Bethesda, MD 20817
(Address of Principal
Executive Offices) (Zip Code)
(240)
744-1150
(Registrants 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))
ITEM 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 13, 2008, DiamondRock Hospitality Company (DiamondRock) issued a press release announcing that, effective September 1, 2008, Sean M. Mahoney will be promoted to DiamondRocks Chief Financial Officer to succeed Mark W. Brugger upon his promotion to DiamondRocks Chief Executive Officer. A copy of the press release announcing the transition is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Sean Mahoney, 37, has served as DiamondRocks Chief Accounting Officer and Corporate Controller since the formation of DiamondRock in 2004. Prior to joining DiamondRock, Mr. Mahoney was a senior manager with Ernst & Young LLP. During 2002 and 2003 Mr. Mahoney served as a Director in the Dublin, Ireland audit practice of KPMG. Prior to that time, Mr. Mahoney spent 8 years working in the audit practice of Arthur Andersen LLP.
Mr. Mahoney is a member of the American Institute of Certified Public Accountants and is a C.P.A. Mr. Mahoney received a Bachelors of Science from Syracuse University.
There are no arrangements or understandings between Mr. Mahoney or any other person(s) pursuant to which he was selected as an officer, and DiamondRock has not entered into, nor has any currently proposed plans to enter into, any transactions in which Mr. Mahoney, or any of his immediate family members, has or will have a direct or indirect material interest. In addition, there are no family relationships between Mr. Mahoney and any other director or executive officer of DiamondRock.
DiamondRock has not entered into an employment agreement with any of its employees, including Mr. Mahoney.
Effective September 1, 2008, DiamondRock intends to pay Mr. Mahoney a base salary of $285,000 per year with a bonus payable under DiamondRocks incentive compensation plan which bonus may range from 0% to 100% of his base salary, with a target of 66%, threshold of 33% and maximum bonus of 100%. In addition, while it has not made any commitments, the Board of Directors currently intends to grant Mr. Mahoney an annual equity grant with a value of $500,000 starting in February of 2009.
Mr. Mahoney will continue to be covered by the March 2007 severance agreements, which are described in DiamondRocks Proxy Statement, dated March 24, 2008, and are incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Index to Exhibits attached hereto.
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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.
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DIAMONDROCK HOSPITALITY COMPANY |
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Date: August 13, 2008 |
By: |
/s/ Michael D. Schecter |
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Michael D. Schecter |
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Executive Vice President, General Counsel and |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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Press release dated August 13, 2008. |
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Exhibit 99.1
DiamondRock Hospitality Company |
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Corporate Headquarters |
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6903 Rockledge Drive |
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Bethesda, MD 20817 |
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(240) 744-1150 |
NEWS
CONTACT: |
Chris King |
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(240) 744-1150 |
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info@drhc.com |
DIAMONDROCK ANNOUNCES THE PROMOTION OF SEAN M. MAHONEY TO CHIEF FINANCIAL OFFICER EFFECTIVE SEPTEMBER 2008
BETHESDA, MD August 13, 2008, DiamondRock Hospitality Company (NYSE:DRH) (DiamondRock) today announced that Sean M. Mahoney has been named Executive Vice President, Chief Financial Officer & Treasurer, effective September 1, 2008. Mr. Mahoney will fill the role opened by the promotion of Mark W. Brugger to Chief Executive Officer.
Sean brings a level of energy and professionalism to the role of Chief Financial Officer that will allow him to be an extremely valuable member of the executive team at DiamondRock, commented Mark W. Brugger.
Sean Mahoney has served as the Companys Chief Accounting Officer and Corporate Controller since the formation of DiamondRock in 2004. Prior to joining DiamondRock, Mr. Mahoney was a senior manager with Ernst & Young LLP. During 2002 and 2003 Mr. Mahoney served as a Director in the Dublin, Ireland audit practice of KPMG. Prior to that time, Mr. Mahoney spent 8 years working in the audit practice of Arthur Andersen LLP, where he spent considerable time working with real estate and lodging companies such as Host Hotels & Resorts.
Mr. Mahoney is a member of the American Institute of Certified Public Accountants and is a C.P.A. Mr. Mahoney received a Bachelors of Science from Syracuse University.
Briony Quinn has been promoted to Vice President and Corporate Controller. Ms. Quinn joined DiamondRock in 2007 and has served as Assistant Controller. Prior to joining DiamondRock, Ms. Quinn was the Vice President of Finance and Accounting at MeriStar Hospitality Corporation. Ms. Quinn has a broad range of professional experience, including positions at Arthur Andersen LLP and Beers + Cutler.
Ms. Quinn is a C.P.A. and received her Bachelor of Science from Providence College.
DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that is an owner of premium hotel properties. DiamondRock owns 20 hotels with approximately 9,600 guestrooms. For further information, please visit DiamondRock Hospitality Companys website at www.drhc.com.