SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

April 25, 20186, 2020

Dear Shareholder:

You are cordially invited to attend the 20182020 Annual Meeting of Shareholders of Red Lion Hotels Corporation at 9:00 a.m. MDT on Thursday,Tuesday, May 24, 2018.19, 2020. The meeting will be held at Red Lion Hotels Corporation, 1550 Market Street, Suite 350,500, Denver, Colorado, 80202.

The accompanying Notice of 20182020 Annual Meeting of Shareholders and Proxy Statement describe the matters to be presented at the meeting. In addition, management will speak on our developments of the past year and respond to comments and questions of general interest to shareholders.

It is important that your shares be represented and voted whether or not you plan to attend the annual meeting in person. You may vote by completing and mailing the enclosed proxy card or the form forwarded by your bank, broker or other holder of record. Voting by written proxy will ensure your shares are represented at the meeting.

Sincerely,

Sincerely,

Robert G. WolfeR. Carter Pate

Chairman of the Board

RED LION HOTELS CORPORATION

NOTICE OF 20182020 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 24, 201819, 2020

To the Shareholders of Red Lion Hotels Corporation:

The 20182020 Annual Meeting of Shareholders of Red Lion Hotels Corporation will be held at 9:00 a.m. MDT on Thursday,Tuesday, May 24, 201819, 2020 at Red Lion Hotels Corporation, 1550 Market Street, Suite 350,500, Denver, Colorado, 80202 for the following purposes:

The foregoing items of business are more fully described in the proxy statement accompanying this notice.

The Board of Directors has fixed March 29, 201824, 2020 as the record date for the meeting. Only shareholders of record at the close of business on that date will be entitled to notice of and to vote at the meeting.

Please submitOuray Select, LP, a shareholder of record (“Ouray”), has provided notice to the Company of its intention to put forth individuals (the “Ouray Nominees”) for election as directors at the Annual Meeting of Shareholders. The Board is unanimously OPPOSED to the nominations of the Ouray Nominees and does not believe that election of these individuals is in the best interest of the Company or its shareholders.

You may receive solicitation materials from Ouray, including a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. statement and proxy cards. The Board urges you not to sign or return or vote on any proxy cards sent to you by Ouray.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. EVEN IF YOU PLAN TO ATTEND THE MEETING AND VOTE IN PERSON, WE URGE SHAREHOLDERS TO PROMPTLY VOTE BY PHONE OR INTERNET FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED WHITE PROXY CARD OR TO COMPLETE, SIGN, DATE AND RETURN THE WHITE PROXY CARD BY MAIL IN THE POSTAGE-PAID ENVELOPE PROVIDED.

For specific instructions on voting, please refer to the proxy card or the information provided by your bank, broker or other holder of record. Even if you vote your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a bank, broker or other holder of record and you wish to vote in person at the meeting, you must obtain a proxy issued in your name from the bank, broker or other holder of record.

By Order of the Board of Directors

Thomas L. McKeirnan

Secretary

Denver, Colorado

April 25, 20186, 2020

The 20172019 Annual Report of Red Lion Hotels Corporation accompanies this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 24, 2018:19, 2020:

The Notice of Meeting, Proxy Statement, Proxy Card and 20172019 Annual Report

are available athttps://rlhcorp.gcs-web.com/annual-reports-and-proxies.

Important Notice regardingCOVID-19: We intend to hold the Annual Meeting in person. However, we are monitoring the protocols that federal, state, and local governments may recommend or require in light of the evolving coronavirus(COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). In the event we determine it is necessary or appropriate to take additional steps regarding how we conduct the Annual Meeting, we will announce this decision in advance, and details will be posted on our website at http://investor.shareholder.com/rlhcorp/annuals-proxies.cfm.ir.redlion.com and filed with the SEC.

RED LION HOTELS CORPORATION

1550 Market Street, Suite 350425

Denver, Colorado 80202

20182020 PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

General

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Red Lion Hotels Corporation, a Washington corporation, for use at the 20182020 Annual Meeting of Shareholders to be held at 9:00 a.m. MDT on Thursday,Tuesday, May 24, 2018, and at any adjournments thereof. The meeting will be held19, 2020 at Red Lion Hotels Corporation, 1550 Market Street, Suite 350,500, Denver, Colorado, 80202.

Proxies are solicited to give all shareholders of record an opportunity to vote on matters properly presented at the meeting. This proxy statement and the accompanying proxy card are first being mailed on or about April 25, 20186, 2020 to all shareholders entitled to vote at the meeting.

Who Can Vote

You are entitled to vote at the meeting if you were a holder of record of our common stock, $.01 par value, at the close of business on March 29, 2018.24, 2020. Your shares may be voted at the meeting only if you are present in person or represented by a valid proxy.

For the ten days prior to the meeting, a list of shareholders entitled to vote at the meeting will be available during ordinary business hours for examination by any shareholder, for any purpose germane to the meeting, at our principal executive office at 1550 Market Street, Suite 350,425, Denver, Colorado 80202. This list will also be available at the meeting.

Shares Outstanding and Quorum

At the close of business on March 29, 2018,24, 2020, there were 24,125,60025,208,983 shares of our common stock outstanding and entitled to vote. A majority of the outstanding shares of our common stock, present in person or represented by proxy, will constitute a quorum at the meeting.

Proxy Card and Revocation of Proxy

You may vote by completing and mailing the enclosed proxy card. If you sign the proxy card but do not specify how you want your shares to be voted, your shares will be voted by the proxy holders named in the enclosed proxy (i) “FOR”“FOR” election of the nineseven director nominees named below; (ii) “FOR”“FOR” ratification of the selection of BDO USA, LLP as our independent registered public accounting firm for 2018;2020; and (iii) “FOR”“FOR” approval, on an advisory basis, of the compensation of our named executive officers. If one or more of the director nominees should become unavailable for election prior to the meeting, an event that currently is not anticipated by the Board, the proxies may be voted in favor of the election of a substitute nominee or nominees proposed by the Board.

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The proxy holders named in the enclosed proxy are authorized to vote in their discretion on any other matters that may properly come before the meeting or any adjournments thereof. At the time this proxy statement went to

press, management was not aware of any matter that may properly be presented for action at the meeting other than those described in this proxy statement. In addition, no shareholder proposal or director nomination was received on a timely basis, so no such other matters may be brought to a vote at the meeting.

If you vote by proxy, you may revoke that proxy at any time before it is voted at the meeting. Shareholders of record may revoke a proxy by delivering a written notice of revocation or a duly executed proxy bearing a later date to our Secretary at our principal executive office at 1550 Market Street, Suite 350,425, Denver, Colorado 80202, or by attending the meeting and voting in person. Attendance at the meeting will not, by itself, revoke a proxy. If your shares are held in the name of a broker, bank or other holder of record, you may change your vote by submitting new voting instructions to that holder of record. Please note that if your shares are held of record by a broker, bank or other holder of record and you decide to attend the meeting, you may vote at the meeting only if you present a legal proxy issued in your name from that holder of record.

Voting of Shares

Shareholders of record as of the close of business on March 29, 201824, 2020 are entitled to one vote for each share of our common stock held on all matters to be voted upon at the meeting. You may vote by attending the meeting and voting in person or by completing and mailing the enclosed proxy card or the form forwarded by your bank, broker or other holder of record. If your shares are held by a bank, broker or other holder of record, please refer to the instructions they provide for voting your shares. All shares entitled to vote and represented by properly executed proxies that are received before the polls are closed at the meeting and are not revoked or superseded will be voted at the meeting in accordance with the instructions indicated on those proxies.YOUR VOTE IS IMPORTANT.IMPORTANT.

Counting of Votes

All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and brokernon-votes. Shares held by persons attending the meeting but not voting, shares represented by proxies that reflect abstentions on one or more proposals and brokernon-votes will be counted as present for purposes of determining a quorum.

Abstentions on any of the proposals under consideration at the annual meeting will generally not count as votes “cast”. A brokernon-vote occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not receive voting instructions from the beneficial owner and does not have (or elects not to exercise) discretionary authority to vote the shares without such instructions. The effect of abstentions and brokernon-votes on each of the proposals on the agenda for the annual meeting is discussed below in the sections discussing those proposals.

Solicitation of Proxies

We will bear the expense of preparing, printing and distributing proxy materials to our shareholders. We will also furnish copies of the proxy materials to banks, brokers and other holders of record holding in their names shares of our common stock that are beneficially owned by others, so that the proxy materials can be forwarded to those beneficial owners. We will reimburse these banks, brokers and other holders of record for costs incurred in forwarding the proxy materials to the beneficial owners.

PROPOSAL 1

ELECTION OF DIRECTORS

Board Structure

Under our Articles of Incorporation andBy-Laws, the Board consists of from three to thirteen directors, as determined from time to time by resolution of the Board. The number of directors that currently constitutes the Board is nine.seven. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated for election at the annual meeting existing directors RaymondFrederic F “Jake” Brace, R. Brandstrom, James P. Evans, Enrico Marini Fichera, Gregory T. Mount, Michael Vernon, Alexander Washburn, Robert G. Wolfe, Bonny W. SimiCarter Pate, Ted Darnall, and Joseph B. Megibow, each to hold office for a term expiring at next year’s annual meeting. The Board of Directors, at the recommendation of the Nominating and Corporate Governance Committee, has also nominated for election three new nominees: Linda C. Coughlin, Janet L. Hendrickson and Kenneth R. Trammell. Existing directors Bonny W. Simi and Amy Humphreys are not standing forre-election.

Voting for Directors

Each share of common stock is entitled to one vote for each of the nineseven nominees. Cumulative voting is not permitted. With respect to each nominee, shares may be voted “FOR”, “AGAINST” or “ABSTAIN”. Unless otherwise directed, it is the intention of the proxy holders named in the enclosed proxy to vote the proxies received by them “FOR” the election of the nineseven nominees. If any nominee should become unavailable for election prior to the meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.

We have adopted majority voting procedures for theIn a contested election, of directors in uncontested elections. Ifif a quorum is present, the persons receiving a nomineeplurality of the votes cast shall be elected directors. As Ouray has not delivered a notice of withdrawal with respect to its notice to nominate individuals for election to a position on the Board will be elected as a director if the votes cast for the nominee exceed the votes cast against the nominee. The term of any incumbent director who does not receive a majority of votes cast in an election held under the majority voting standard terminates on the earliest to occur of the following:

The following will not be considered votes cast and will not count towards the election of any director nominee:

Because an abstention from voting for a nominee is not treated as a vote cast, it will have no effect on the election of the nominee. Brokers do not have discretionary authority to vote in the election of directors. If a broker holding shares for a beneficial owner does not receive instructions from the beneficial owner on how to vote in the election, the broker will submit anon-vote. Because a brokernon-vote is not treated as a vote cast, it will have no effect on the election of the nominee.

Set forth below is biographical information for each nominee.of the Company’s nominees for director. There are no family relationships among any of the nominees or among any of the nominees and our executive officers.

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Nominees for Election at the Annual Meeting

Raymond R. BrandstromFrederic F. “Jake” Brace, age 62, was appointed to the Board on July 17, 2019. Mr. Brace has over 30 years of experience in strategy, finance, restructuring and transformation for numerous industries including airlines,

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health care, retail, E&P, electrical production, hospitality and real estate. He currently provides advisory services through his firm, Sangfroid Advisors, an international turnaround, restructuring and transformation consultancy. He was formerly the President and CEO of Laser Spine Institute and, before that, Midstates Petroleum, a Tulsa-based E&P company. Previous to those positions, Mr. Brace served as President of Niko Resources, a Canadian E&P company, Chief Administrative Officer of The Great Atlantic and Pacific Tea Co. (A&P grocery stores) and the Chief Financial Officer of UAL Corporation. (In December 2010, The Great Atlantic & Pacific Tea Company filed for protection under Chapter 11 of the Bankruptcy Code; it emerged from bankruptcy in March 2012). Mr. Brace currently sits on the board of Anixter International (NYSE: AXE) and Niko Resources (OTC: NKRSF). He was previously on the boards of various public and private companies including iHeart Media, Sequa, GenOn, Standard Register, Edison Mission Energy, Bally Total Fitness, Neff Rental, Sirva, Galileo International and Bearing Point among others.

Linda C. Coughlin, age 68, has been nominated for election at the 2020 Annual Meeting of Shareholders. Ms. Coughlin is a veteran operating executive specializing in the leadership of disruptive changes to the status quo such as restructurings, downsizings, internalstart-ups and the planning for and implementation of mergers, acquisitions, IPO’s, joint ventures and divestitures and rebranding initiatives. Since 2008, Ms. Coughlin has served as the CEO of Great Circle Associates, LLC, a consulting firm she founded that provides interim executive and individual advisory services. From 2004 until 2007, she served as Chief Administrative Officer and member of the Executive Committee at Cendant Corporation, where she was responsible for global contact center operations, corporate marketing, information technology, global procurement, human resources and corporate real estate. From 2002-2004, she served as the President and Vice Chair of the Board of Directors at Linkage, Inc., a global consulting firm, and from 1986 to 2002, she held various roles with Scudder Investments, a global investment management firm, including serving as President of the Americas Mutual Fund Groups and Chair of the Board of the AARP, Scudder and Kemper Funds. Ms. Coughlin began her career at American Express Company and Citibank where she spent 10 years in a variety of strategy, marketing, telephone operations and corporate communications roles. She has 12 years of public and private company board experience, and currently serves as a Director and member of the Audit and Nomination and Governance Committees of The China Fund, Inc. (NYSE:CHN). Ms. Coughlin holds a BA in Economics, summa cum laude from Fordham University.

Ted Darnall,age 62,was appointed to the Board on July 31, 2018.Mr. Darnall is a30-year veteran of the hospitality industry. Since April 2015, he has served as CEO of HEI Hotels and Resorts Lodging and Technical Services Company, the company responsible for all of HEI lodging services, management, design, renovation and technical services, and served as the Chief Operating Officer of HEI Hotels and Resorts from October 2006 to April 2015. Prior to joining HEI Hotels and Resorts, Mr. Darnall was with Starwood Hotels and Resorts Worldwide for 10 years where he held various executive positions, including Chief Operating Officer of Starwood Lodging Corporation, President of North America Operations and most recently, President of Starwood Real Estate Group. Prior to joining Starwood, Mr. Darnall was with Interstate Hotels and Resorts for over 14 years, reaching the position of Senior Vice President, Operations. Mr. Darnall began his hospitality career with Marriott International, where he held a number of management positions.

Janet L. Hendrickson, age 65, has been anominated for election at the 2020 Annual Meeting of Shareholders. Ms. Hendrickson is an experienced executive and corporate director since November 2009. Since January 2013, he has been an employeethat brings deep expertise to strategic leadership, business development, fiscal management, capital structure strategies, operations, and people development. She is currently serving as the Chief Operating Officer of Columbia Pacific Management,Toaster Labs Inc., dba Pulse, a company thatposition she has some common ownershipheld since 2019. From 2015-2018, Ms. Hendrickson served as Regional Managing Director of Ascent Private Capital Management, and she was aco-founder and Managing Partner of Denny Hill Capital, an early stage venture capital firm with Columbia Pacific Opportunity Fund, LP,a consumer focused investment strategy, from 2002-2015. Ms. Hendrickson currently sits on the board of The Commerce Bank of Washington, a banking institution serving Washington state, one of our major shareholders. From January 2010 until December 2012, Mr. Brandstrom’s primary occupation was as an advisor to Emeritus Corporation. Mr. Brandstrom was one of Emeritus’s founderseight community banks under Zion Bancorporation (NASDAQ: ZION) and the Virginia Mason Health System. She previously served on itsthe board of directorsTully’s Coffee from its inception in 1993 until May 2013. From September 20072009 to December 2009, he served as its Executive Vice President—Finance, Secretary and Chief Financial Officer. He had previously served at Emeritus in various capacities,2013, including as its PresidentLead Director, and Chief Operating Officer. Mr. Brandstrom servedfor private companies Butter London, Toosum Foods, Reklaim, PhotoRocket, and Cleverset,

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among others. Ms. Hendrickson was recognized in 2011 by the Puget Sound Business Journal as Presidenta Woman of Columbia Pacific Group, Inc.Influence. She began her career in finance and Columbia Pacific Management, Inc. From May 1992 to May 1997, Mr. Brandstrom also served as Vice President and Treasureroperations attaining the position of Columbia Winery, a company that is engagedCFO. Ms. Hendrickson earned her graduate degree in public administration from the production and saleUniversity of table wines. Mr. Brandstrom adds outstanding operational and financial acumen to the Board,Washington, as well as yearsher Bachelor of experience in real estate development and as a public company director and chief financial officer.

James P. Evans, age 71, has been a director since December 2012. Mr. Evans served as our Interim President and Chief Executive Officer from August 2013 to January 2014. From 2011 to 2012, he served as the Chief Executive Officer of Brand USA, the nation’s first public-private global marketing effort to promote the United States as the world’s premier travel destination. He previously served as the Chief Executive Officer of Ardent Hotel Advisors from 2005 to 2011, as Chief Executive Officer of Jenny Craig, Inc. from 2003 to 2005 and as Chief Executive Officer of Best Western International, Inc. from 1998 to 2002. He has also held executive management positions in operations for DoubleTree Hotel Corporation and Hyatt Hotels and Resorts. Mr. Evans brings nearly 40 years of hospitality, hotel and brand management expertise to the Board.

Enrico Marini Fichera, age 49, has been a director since June 2015. The Board appointed him as a director, and has nominated him for reelection at the meeting, as required by the terms of an Investor Agreement that we entered into on June 15, 2015, with HNA RLH Investments LLC (the “Investor”), a Delaware limited liability company that is a wholly owned, indirect subsidiary of HNA Group Co., Limited (“HNA”), and with its affiliate, HNA Investment Management LLC, a Delaware limited liability company, in connection with the Investor’s purchase on that date of 2,987,343 shares of our common stock from Columbia Pacific Opportunity Fund, LP.

Mr. Marini Fichera has served as the Head of Investments for HNA Group North America LLC, an HNA company, since October 2014. From August 2008 to September 2014, he was the Senior Portfolio Manager and Principal at CHF Investment Management L.P. (“CHF”), a Beijing-based US $250 million growth capital fund. Mr. Marini Fichera has been involved in China since 2005 and has over 15 years of information technology, financial services, media, telecom, consumer & retail, industrials, energy (including clean energy) and infrastructure experience. He has worked on various private equity investments and M&A transactions with a total value greater than $30 billion. Prior to joining CHF, he worked for Deutsche Bank Securities Inc., Morgan Joseph &Co., Capital IQ Inc. (one of the original members that developed Capital IQ Inc.), Warburg Dillon Read (now UBS), and Lazard Frères & Co. Mr. Marini Fichera received an M.B.A. in Finance from New York University’s Stern School of Business and B.S. degrees in Mechanical Engineering and Mathematics from Columbia University.Arts.

Joseph B. Megibow, age 49,51, has been a director since March 2017. Mr. Megibow is currently the Chief Executive Officer of Purple Innovation, Inc, a manufacturer and retailer of a variety of innovative, premium, comfort products including mattresses and pillows, a position he has been at the forefront of the commercial internet ande-commerceheld since the early 1990s, and brings 25 years of experience in technology and business. He currently serves as a board advisorOctober 2018. Prior to Joyus, Inc. an online retailer, Clicktale, Ltd., a customer experience platform and Digital Mortar, anin-store analytics platform. Most recently,Purple, Mr. Megibow served as Senior Vice President at Joyus. From 2012 to 2015, he served as SVP/and Chief Digital Officer at American Eagle Outfitters, (AEO),Inc. where he had responsibility foroversaw the direct businesses, omni-channel technology,transformation and growth of American Eagle’s $550+ milliondirect-to-consumer business between 2012 and 2015. In this role, he built out a global omni- channel strategy and infrastructure, and led all digital marketing, analytics,customer operations, engineering and customer service.product management efforts. Prior to AEO,that, Mr. Megibow worked for six years atheld several senior roles with Expedia, Inc. in a series of roles culminating as, including VP and GMGeneral Manager of Expedia.com, where he had responsibility for marketing, merchandising, and operations in the United States. During this time, he launched Expedia’s mobile business and was named

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Chairman of Mobiata, an Expedia, Inc. company. In 2000,$10B+ US online travel business. Mr. Megibow wasmost recently served as an original employee of TeaLeaf Technology, now an IBM company. He has also held roles at Ernst & Young Management Consulting and EDS in their Advanced Technology Group.independent consultant to Advent International, the $41 billion global private equity firm, helping its portfolio companies develop world-class digital capabilities. Mr. Megibow was recognized in 2011 as Practitioner of the Year by the Digital Analytics Association and is now Director Emeritus after serving 4 years on the DAA Board. He receivedearned an MBA from the University of Chicago Booth School of Business and a BSBachelor of Science in Electrical Engineering from Cornell University.

Gregory T. Mount, age 57, has been a director since November 2014. Mr. Mount joined our company as President and Chief Executive Officer in January 2014. From November 2009 to January 2014, he served as President of Richfield Hospitality, Inc., a hotel management company based in Denver, Colorado. From January 2007 to November 2009, he served as a Senior Vice President of Acquisitions at Sage Hospitality Resources, LLC, a hotel management, investment and development company. From 1998 to 2006, Mr. Mount held various senior development and operations positions with Starwood Hotels & Resorts Worldwide, Inc. From 1990 to 1998, he served in several management positions at Interstate Hotels & Resorts, Inc. From 1982 to 1990, he worked in various operational roles at Marriott International, Inc. In early 2011, a staffing services company operated by Mr. Mount’s wife filed a petition for reorganization under federal bankruptcy laws. That case was administratively consolidated with a second reorganization case filed by the Mounts, who had personally guaranteed the commercial loan used to acquire the company. A joint plan of reorganization was confirmed in the fall of 2011, and in 2012 orders were entered finding both cases fully administered and discharging the individual debtors.

Bonny W. SimiR. Carter Pate,,age 56, has been a director since March 2017. Ms. Simi brings more than 25 years of operations, human resources and technology experience to the Board. She is currently President of JetBlue Technology Ventures, the venture capital subsidiary of JetBlue Airways, and Vice President Technology Innovations at JetBlue Airways. From 2011 to 2015, she was Vice President of Talent for the airline, overseeing talent acquisition, performance management, succession planning, people analytics and organizational development. She has been employed at JetBlue Airways since 2003, and has also held operational, leadership and financial roles in Airports, System Operations, Call Center Operations and Flight Operations. Prior to JetBlue, she was an airline pilot at United Airlines from 1990 to 2003. Ms. Simi is also a three time Olympic athlete in the sport of luge (1984, 1988 and 1992), served on the Board of Directors for the U.S. Olympic Committee from 1984 to 1996, and was a network commentator in the 1994, 1998 and 2002 Olympics. She has an undergraduate degree in Communications from Stanford University, a MS in management from the Stanford Graduate School of Business and a MS in Management Science and Engineering from the Stanford Engineering School. She also has a MS in Management and Human Resources from Regis University.

Michael Vernon, age 71, has been a director since December 2012. Mr. Vernon served as the Chief Financial Officer of Zulily, Inc. from 2011 to 2012. He served as Chief Financial Officer of Big Fish Games, Inc. from 2009 to 2011, as Chief Financial Officer of Zumobi, Inc. from 2007 to 2008 and as Chief Financial Officer of aQuantive, Inc. from 2000 to 2006. Prior to these roles, Mr. Vernon was the Chief Financial Officer and Chief Operating Officer at Park Plaza International, where he helped the company transform from a franchisor into a manager ofhigh-end hotels. From 1995 to 1997, he was the Chief Financial Officer of Red Lion Hotels, Inc. Mr. Vernon brings more than 25 years of domestic and international experience in corporate finance, M&A, investor communications, and strategic development to the Board.

Alexander Washburn, age 48,65, has been a director since May 2015. Mr. Washburn is a managing member2019, andco-founder of Columbia Pacific Advisors LLC. He has been involved in all phases of the firm’s development since its founding in 2006 and sits on each of the firm’s investment committees. Prior to founding Columbia Pacific Advisors, Mr. Washburn was a partner and portfolio manager at Summit Capital Management, a Northwest-based multi-strategy investment manager. He is a director of Wireless Matrix, Winemakers Investment Properties, Freehold Corporation, SST Group, and Northeast Wireless Networks. He is also a trustee and member of the Board of Directors of the Seattle Aquarium. Mr. Washburn holds a B.A. from the University of Washington with a concentration in Finance.

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Robert G. Wolfe, age 61, has been a director since December 2012 and has servedappointed as Chairman of the Board since May 2015.on December 26, 2019. Mr. Wolfe brings more than 30 years of experiencePate has had a distinguished career in investment banking,directing performance improvement, executive management, finance, and investment managementboard service, including experience as a public company chairman. He has led numerous companies through strategic change and has the required skill set to help the Board including significant executiveand management team to realize its full potential as a franchise Company. Mr. Pate recently completed serving as Interim Chief Executive Officer at The Providence Service Corporation, (NASDAQ: PRSC) a position he had held since 2017. He is the Founder and director-level experience. Since 2008, Mr. Wolfe’s primary activity has been to serve as presidentChief Executive Officer of Windy Point,Carter Pate, LLC, a privateconsulting and investment firm.firm he founded in 2014. From 20022011 to 2008, he was a partner at Northwest Venture Associates, a venture capital fund that invested exclusively in companies2014, Mr. Pate served as the Chief Executive Officer of MV Transportation, Inc. the largest privately owned passenger transportation logistics firm based in the Pacific Northwest (“NWVA”). Northwest Venture Partners III, L.P. (NVP III), oneUnited States. Prior to joining MV, he was the Global and U.S. Managing Partner of Healthcare and Government Practice for PricewaterhouseCoopers, LLP and prior served in various roles as US Managing Partner, Advisory Line of Service and US Managing Partner, Corporate Restructuring Partner. Mr. Pate has previously served as the Chairman of the venture capital funds managed by NWVA, was a small business investment company administered by the U.S. Small Business Administration (SBA). Mr. Wolfe was an investor in the limited liability company that owned the general partnerBoard of NVP III. DueBioScrip, Inc. (NASDAQ: BIOS) prior to the recession in 2008its merger with Option Care Health since 2015 and other factors, the SBA elected to exercise rights that resulted in the assets of NVP III being placed in receivership in June 2009. From 1999 to 2002, Mr. Wolfe was President and Chief Operating Officer of Toronto-based GT Group Telecom, which was Canada’s largest independent local exchange carrier. Mr. Wolfe has significant experience in finance and investment banking, including working at Goldman Sachs from 1987 to 1995. He alsonow serves as a directorDirector and on the Audit Committee of Symetra Financial Corporation and Toyota AI Ventures, and was a director of Darigold, Inc. through September 2017.the combined Company. He is also an ownera Director of Advanced Emissions Solutions, Inc. (NASDAQ: ADES) since 2016 where he also serves on the audit committee and Managing Memberis the Chair of Phillips Real Estate Services, LLC.its compensation Committee. Mr. Pate is a Certified Public Accountant in Texas. He is aco-author of The Phoenix Effect: Nine Revitalizing Strategies No Company Can Do Without, originally published in 2002 and translated into five languages. Mr. Pate holds a Masters in Accounting and Information Management from the University of Texas at Dallas, and a BS in Accounting from Greensboro College.

The Board recommendsKenneth R. Trammell, age 59, has been nominated for election at the 2020 Annual Meeting of Shareholders. Mr. Trammell is currently serving as the Interim Chief Financial Officer of Tenneco Inc. (NYSE: TEN), a vote “FOR” eachmanufacturer of vehicle components and systems. He was previously Executive Vice President of Tenneco Inc. from January 2006 until his retirement in December 2018, the Chief Financial Officer from September 2003 until June 2018, and the Controller from 1997 through 2003. Prior to joining Tenneco in 1996, Mr. Trammell spent 12 years with the international public accounting firm of Arthur Andersen LLP. Mr. Trammell has served as a member of the nine nominees.board of Universal Technical Institute (NYSE: UTI), a provider of postsecondary education for students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians as well as welders and computer numerical control (CNC) machining technicians, since June 2011, and currently serves as Chair of the Audit Committee. Mr. Trammell received a BBA in accounting from the University of Houston.

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Director and Director Nominee Qualifications; Diversity

Our Nominating and Corporate Governance Committee assists the Board in reviewing the business and personal background of each of our directors with respect to our company’s business and business goals. The committee generally considers diversity as one of several factors relating to overall composition when making nominations to our Board. While we do not have a formal policy governing how diversity is considered, the committee generally considers diversity by examining the entire Board membership and, when making nominations to our Board, by reviewing the diversity of the entire Board. The committee construes Board diversity broadly to include many factors. As a result, the committee strives to ensure that our Board is composed of individuals with a variety of different opinions, perspectives, personal, professional and industry experience, backgrounds, skills and expertise.

In addition to the qualities described previously in the individual biographies, the following matrix summarizes the skills and attributes of our director nominees for 20182020 that we believe are essential to our business:

We have concluded that all of our director nominees have the skills, experience, knowledge and personal attributes that are necessary to effectively serve on our Board and to contribute to the overall success of our company. We believe that the diverse backgrounds of these nominees will ensure that we have a Board that has a broad range of industry-related knowledge, experience and business acumen.

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PROPOSAL 2

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected BDO USA, LLP to serve as our independent registered public accounting firm for 20182020 and has further directed that this selection be submitted for ratification by our shareholders at the annual meeting. BDO USA, LLP has audited our financial statements since 2001. Representatives of the firm are expected to be present at the meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.

Shareholder ratification of the selection of BDO USA, LLP as our independent registered public accounting firm is not required by ourBy-Laws or otherwise. However, the Board is submitting the selection of the firm to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests and that of our shareholders.

Each share of common stock is entitled to one vote on the proposal to ratify the selection of BDO USA, LLP and will be given the option to vote “FOR” or “AGAINST” the proposal or to “ABSTAIN.” Unless otherwise directed, it is the intention of the proxy holders named in the enclosed proxy to vote the proxies received by them “FOR” this proposal.

Brokers willdo not have discretionary authority to vote on Proposal 2. If a broker holding shares for a beneficial owner does not receive instructions from the beneficial owner on how to vote on this proposal, we anticipate that the broker will vote “FOR” this proposal. Therefore, there should be no brokersubmit anon-votesnon-vote. on this proposal.

Proposal 2 will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Abstentions from voting and brokernon-voteswill have no impact on the outcome of this proposal.

The Board recommends a vote “FOR” ratification of the selection of BDO USA, LLP.

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PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, the Board is submitting a separate resolution, to be voted on by shareholders in anon-binding vote, to approve on an advisory basis the executive compensation of our named executive officers. The text of the resolution is as follows:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement under the captions “Compensation Discussion and Analysis” andcaption “Executive Compensation”.

As described in this proxy statement under Executive Compensation Discussion and Analysis, our compensation program is designed to focus executives on the achievement of specific annual and long-term goals. We structure the goals to align executives’ interests with those of shareholders by rewarding performance that maintains and improves shareholder value.

The following features of the compensation structure reflect this approach:

The Board believes that the current executive compensation program properly focuses our executives on the achievement of specific annual, long-term and strategic goals. The Board also believes that this program properly aligns the executives’ interests with those of shareholders.

Shareholders are urged to read the Executive Compensation Discussion and Analysis section of this proxy statement, which discusses in greater detail how our compensation program advances the specific goals that we set.

Each share of common stock is entitled to one vote on Proposal 3 and will be given the option to vote “FOR” or “AGAINST” the proposal or to “ABSTAIN.” Unless otherwise directed, it is the intention of the proxy holders named in the enclosed proxy to vote the proxies received by them “FOR” this proposal.

Brokers do not have discretionary authority to vote on Proposal 3. If a broker holding shares for a beneficial owner does not receive instructions from the beneficial owner on how to vote on this proposal, the broker will submit anon-vote.

Proposal 3 will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Abstentions from voting and brokernon-votes will have no impact on the outcome of this proposal.

The Board recommends a vote “FOR” the approval, on an advisory basis,

of the compensation of the named executive officers.

Although the advisory vote on Proposal 3 isnon-binding, we expect that the Board and the Compensation Committee will review the results of the vote and, consistent with our record of shareholder engagement, take the outcome of the vote into consideration, along with other relevant factors, in making determinations concerning future executive compensation.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 31, 201823, 2020 by: (i) each of our directors and nominees; (ii) each of our named executive officers; (iii) all of our directors, nominees and executive officers as a group; and (iv) each person known by us to beneficially own more than 5% of our common stock.

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Mr. Daniel R. Baty, Mr. Stanley L. Baty and Mr. Alexander B. Washburn are the managing members of Columbia Pacific Advisors, LLC, which serves as the investment manager of the Fund and the Real Estate Fund.

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DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than 10% of our common stock (collectively, “Reporting Persons”), to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Based solely on our review of the reports filed by the Reporting Persons, and written representations from certain Reporting Persons that no other reports were required for those persons, we believe that, with respect to the year ended December 31, 2017, the Reporting Persons met all applicable Section 16(a) filing requirements.None.

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CORPORATE GOVERNANCE

Corporate Governance Documents

The Board has adopted the following corporate governance documents:

We review each of these corporate governance documents annually and update them as necessary to reflect changes in regulatory requirements and evolving oversight practices. Copies of these documents are available online in the Investor Relations section of our website atwww.redlion.com. We will provide paper copies of these documents to any shareholder upon written request to our Secretary at our principal executive office at 1550 Market Street, Suite 350,425, Denver, Colorado 80202.

Director Independence

The Board has determined that each nominee for election as a director at the annual meeting, other than Gregory T. Mount, our President and Chief Executive Officer, and Alexander Washburn,Ted Darnell, is “independent” within the meaning of applicable listing standards of the New York Stock Exchange (the “NYSE”). Under the NYSE listing standards, a director is considered “independent” if the Board affirmatively determines that he or she has no material relationship with our company, either directly or as a partner, shareholder or officer of an organization that has a relationship with our company. Our Corporate Governance Guidelines contain categorical standards to assist the Board in making determinations of independence. A copy of these categorical standards is included inAppendix A to this proxy statement. The Board has made an affirmative determination that each independent member of the Board satisfies these categorical standards.

Meetings of the Board of Directors

The Board met teneleven times in 2017.2019. All directors attended at least 75% of the total number of meetings of the Board and its committees on which they serve.

We encourage all of our directors to attend each annual meeting of shareholders. At our 20172019 annual meeting of shareholders, 8 outall 9 of our 9 directors were in attendance at the meeting.    meeting in person.

Executive Sessions of the Board

It is our policy that the independent directors meet in executive session without members of management following regularly scheduled meetings of the Board. The Chairman of the Board serves as the presiding director for these executive sessions.

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Committees of the Board of Directors

We have three committees to assist the Board in fulfilling its responsibilities: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The following table shows the membership of each committee as of March 31, 2018:23, 2020:

Audit Committee

The Audit Committee engages our independent registered public accounting firm, reviews with the firm the plans and results of the audit engagement, approves the audit andnon-audit services provided by the firm, reviews our financial statements, reviews our compliance with laws and regulations, receives and reviews complaints relating to accounting or auditing matters, considers the adequacy of our internal accounting controls, and produces a report for inclusion in our annual proxy statement. The Audit Committee met eightnine times in 2017.2019.

The Board has determined that each member of the Audit Committee is financially literate under the current listing standards of the NYSE. The Board also has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by applicable rules of the Securities and Exchange Commission. All members of the Audit Committee are considered independent because they satisfy the independence requirements for board members prescribed by the NYSE listing standards, including those set forth in Rule10A-3 under the Securities Exchange Act of 1934, as amended.

Compensation Committee

The Compensation Committee discharges the responsibilities of the Board relating to compensation and evaluation of our President and Chief Executive Officer, or CEO, and other executive officers, makes recommendations to the Board regarding the compensation of directors, oversees the administration of our equity incentive plans and produces an annual report on executive compensation for inclusion in our annual proxy statement. The Compensation Committee met thirteentwenty times in 2017.2019.

The processes and procedures of the Compensation Committee for considering and determining compensation for our executive officers and directors are as follows:

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The Board has reviewed the source of compensation received by each director serving on the Compensation Committee and determined that no director receives compensation from any person or entity that would impair his or her ability to make independent judgments about our company’s executive compensation. The Board has also reviewed all affiliations the directors serving on the Compensation Committee have with our company and its subsidiaries and affiliates and determined that there is no such relationship that places any of these directors under the direct or indirect control of our company or senior management, or creates a direct relationship between the director and members of our senior management, in each case of a nature that would impair his or her ability to make independent judgments about our company’s executive compensation.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board for selection or nomination those individuals qualified to become members of the Board under the criteria established by our Corporate Governance Guidelines, periodically reviewing and making recommendations to the Board with regard to size and composition of the Board and its committees, recommending and periodically reviewing for adoption and modification by the Board our Corporate Governance Guidelines, and overseeing the evaluation of the Board and management. The Nominating and Corporate Governance Committee met fourfive times in 2017.2019.

Directors may be nominated by the Board or by shareholders in accordance with ourBy-Laws. The Nominating and Corporate Governance Committee will review all proposed nominees for the Board, including those recommended by shareholders, in accordance with its charter, ourBy-Laws and our Corporate Governance Guidelines. The committee will review age (a minimum age of 21 is prescribed for directors under theBy-Laws), desired experience, mix of skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of our company and the Board. The committee will generally look for individuals who have displayed high ethical standards, integrity and sound business judgment. This process is designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business.

While the committee is authorized to retain a third party to assist in the nomination process, we have not paid a fee to any third party to identify or assist in identifying or evaluating potential nominees.

A shareholder of record can nominate a candidate for election to the Board by complying with the procedures in Section 3.3 of ourBy-Laws. Any shareholder of record who wishes to submit a nomination should review the requirements in theBy-Laws for nominations by shareholders, which are included in the excerpt from theBy-Laws attached asAppendix B to this proxy statement. Any nomination should be sent to our Secretary at our principal executive office, 1550 Market Street, Suite 350,425, Denver, Colorado 80202. Any recommendations from shareholders regarding director nominees should be sent to the Nominating and Corporate Governance Committee in care of our Secretary at the same address.

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Leadership Structure

We believe it is the CEO’s responsibility to lead the company and it is the responsibility of the Chairman of the Board to lead the Board. As directors continue to have more oversight responsibilities than ever before, we

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believe it is beneficial to have a separate chairman whose sole job is leading the Board. Accordingly, our Corporate Governance Guidelines currently provide that the Chairman of the Board cannot be an officer of the company. The Board retains the authority to modify this structure as and when appropriate to best address our company’s unique circumstances and to advance the best interests of all shareholders.

Board’s Role in Risk Oversight

The Board’s role in overseeing our company’s risk is to satisfy itself, directly or through Board committees,

that —

Each of our company’s risk management processes is reviewed periodically (but at least once a year) by either the Board or an appropriate committee. Committee chairs regularly report on committee meetings at the meetings of the full Board.

The Board has reviewed our company’s current risk management systems and processes and concluded that the current allocation of oversight responsibilities between the Board and its committees is adequate, so long as the committees continue to coordinate their risk oversight responsibilities, share information appropriately with the other members of the Board, and provide timely and adequate reports to the full Board. The Board will continually evaluate its risk oversight role.

Communications with the Board of Directors

Our annual meeting of shareholders provides an opportunity each year for shareholders to ask questions of, or otherwise communicate directly with, members of the Board on appropriate matters. Shareholders or other interested parties may contact the Chairman of the Board at any time by sending ane-mail tochairman@redlion.com. In addition, shareholders may communicate in writing with any particular director, any committee of the Board, or the directors as a group, by sending a written communication to our Secretary at our principal executive office, 1550 Market Street, Suite 350,425, Denver, Colorado 80202. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of shareholder communications that would be considered inappropriate for submission to the Board include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our business or communications that relate to improper or irrelevant topics. Communications concerning potential director nominees submitted by any of our shareholders will be forwarded to the Chairman of the Nominating and Corporate Governance Committee.

Anti-Hedging and Anti-Pledging

The Board of Directors has adopted a policy which prohibits our employees (including officers) and directors, or any of their designees, from engaging in transactions in our capital stock which could create the appearance of misalignment between an employee or director and stockholders and/or create a heightened compliance risk. Engaging in transactions or purchasing financial instruments that hedge or offset, or are designed to hedge or offset, any decrease in the market value of any securities of the Company held by our employees or directors is prohibited. Prohibited transactions include, but are not limited to, purchases and sales of put and call options, short sales, financial instruments such as prepaid variable forward contracts, equity swaps, collars, units of exchangeable funds, or other derivative securities that are designed to or that may be reasonably expected to have the effect of hedging or offsetting a change in the market value of any securities of our Company. The policy also prohibits our directors and employees from purchasing Company securities on margin or otherwise pledging Company securities as collateral for a loan.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Summary Compensation Table

The following table sets forth summary information concerning the compensation awarded to, paid to or earned by our named executive officers for all services rendered in all capacities to us in 2019 and 2018.

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2019 Outstanding Equity Awards at Fiscal Year End

The following table sets forth summary information regarding the outstanding equity awards held by each of our named executive officers at December 31, 2019.

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In 2019, as described in the table above, we provided long-term incentives to our executive officers in the form of (i) time-based restricted stock units (RSUs), with a vesting period of four years and (ii) performance-based restricted stock units, with a vesting provision based on achievement of certain performance goals plus a time based provision requiring continued service to the Company for an additional three years from grant date.    

Under all of the RSUs granted to our executive officers in 2019, an executive will be entitled to receiveone-fourth of the shares subject to the award on each of the first four anniversaries of the date of grant as long as the executive remained continuously employed with us until the applicable anniversary.

Under the PSUs granted to our executive officers in 2019, anexecutive will be entitled to receive the shares subject to the award on March 29, 2022, at the target level, as long as prior to such date the performance conditions set forth in each executive officer’s grant are achieved, and the executive remained continuously employed with us until the applicable vesting date. The performance measure for the PSUs granted in 2019 related to fiscal year 2020 and 2021 EBITDA performance.

The performance measure for PSUs granted to our executives in 2018 related to fiscal 2019 EBITDA performance. Based on the Company’s reported EBITDA as of December 31, 2019, the performance conditions were not achieved, and therefore the PSUs issued to executives in 2018 were forfeited.

Additional Narrative Disclosure Regarding Compensation

The Compensation Committee of our Board, which is composed entirely of independent directors, as defined under NYSE rules, determines compensation for our executive officers. All decisions of the Compensation Committee are reported to our Board.

This discussionAs a smaller reporting company, we may comply with scaled disclosure requirements, particularly in thisthe description of executive compensation. The smaller reporting company rules do not require us to include a Compensation Discussion and Analysis, (“or CD&A”) focuses on&A, section in our CEO, CFO,proxy. Nevertheless, we believe it is important for our shareholders to understand our compensation objectives, policies and the three most highly compensated executive officers (other thanprocedures, so we have elected to include in this proxy this additional discussion of our CEOcompensation program objectives and CFO) for the past fiscal year, who were:

* Mr. Wright served as interim Chief Financial Officer from April 8, 2016 until April 3, 2017.

There are no material differences in the compensation policies or decisions with respect to the executive officers.elements.

Compensation Program Objectives and Rewards

We believeOur Company believes that our executive compensation program should:

All of the compensation and benefits for our executive officers have as a primary purpose our need to attract, retain and motivate highly talented individuals who will engage in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive marketplace. Beyond that, different elements are designed to engender different behaviors:

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Risk Mitigation

We do not believe that any of our compensation policies and practices are reasonably likely to have a material adverse effect on our company. With respect to our compensation policies and practices for executive officers, we believe that our allocation of overall compensation among base salary and annual and long-term incentives encourages our executive officers to deliver strong results for our shareholders without taking excessive risks. The base salaries of our executive officers provide them assured cash compensation at levels that our Compensation Committee deems appropriate, taking into account their respective job duties and responsibilities. We believe these base salaries, taken together with theirat-risk annual and long-term incentives, motivate the executive officers to perform at a high level. With respect to annual cash awards under the Bonus Plan, we believe that our use of one or more objective company financial performance goals, together with the Compensation Committee’s discretion to disqualify an executive officer from receiving an award that might otherwise be payable, serves to mitigate against undue risk-taking. We also believe that our use of multi-year vesting schedules and a combination of time and performance vesting for most of our long-term equity incentives encourages our executive officers to deliver value to our shareholders while mitigating risk.

Pay Practices

The following table summarizes our executive compensation practices that we employ to motivate superior performance from our executives and encourage behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive market place, as well as practices we avoid because we believe they increase risk and/or do not serve the long-term interests of our shareholders:

Say on Pay Voting Results

At last year’s annual meeting, we asked our shareholders to approve, on an advisory basis, the compensation of our named executive officers disclosed in the proxy statement for that meeting. Over 92% of the votes cast on that proposal approved the compensation. Although the advisory vote on the compensation of our named executive officers isnon-binding, our Board and Compensation Committee reviews the results of the vote and takes the outcome of the vote into consideration, along with other relevant factors, in making determinations concerning our executive officer’s compensation.

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At last year’s annual meeting, we also asked our shareholders to approve, on an advisory basis, holding an advisory shareholder vote approving executive compensation every year. Consistent with our Board of Directors’ recommendation in our 2017 Proxy Statement and the vote of our shareholders, our Board of Directors has determined that the shareholder advisory vote on executive compensation will occur on an annual basis (every “one year”), until the next advisory vote on the frequency of advisory votes on executive compensation at the 2023 Annual Meeting of Shareholders.

Compensation Consultants

The Compensation Committee has the sole authority and responsibility to select, retain, and terminate any adviser to assist it in the performance of its duties, and to approve the compensation consultant’s fees and terms of engagement. In early 2016,2019, the Compensation Committee retained Mercer US, Inc. (“Mercer”) as itscontinued to work with independent compensation consultant because of its extensive expertise and its independence due to the lack of any other business relationship withPayGovernance, which provided general consultation regarding our company. Mercer was retained to evaluate the competitiveness of our overall executive compensation and benefits programdirector compensation programs, including compensation for senior management, including theour interim CEO and all named executive officers. Mercer reports directly to the Chairman of the Compensation Committee, and the Compensation Committee confirmed that Mercer was an independent compensation advisor and that its engagement did not present any conflicts of interest.

Compensation Benchmarking

Mercer examined cash and incentive compensation data from a variety of published survey sources, using a blend of hospitality/hotel industry and general industry data (both publically available and internal) and proxy data from peer group companies. Mercer matched our company’s executives to comparable survey and proxy positions based on job content and level of responsibility, with adjustments as appropriate.

Our peer group for 2017 consisted of 11 hotel and hospitality companies with annual revenues ranging from approximately $110 million to over $1.2 billion. The compensation data results of our peer group study were reduced by 10% by Mercer to account for our smaller revenue size as compared to our peer group. Peer group members were hospitality companies Extended Stay America, Inc., La Quinta Holdings, Inc., Choice Hotels International, Inc., Intrawest Records Holdings, Inc. Marcus Corp, and restaurant companies Luby’s Inc., Ruths Hospitality Group, Inc., Popeyes Louisiana Kitchen, Jamba, Inc. Papa Murphy’s Holdings, Inc. and Nathans Famous, Inc.

In December 2016, the Compensation Committee retained Mercer to provide an update to its earlier guidance and provide any necessary adjustments to account for wage movement and other market factors. The Compensation Committee used Mercer’s report to assist it in setting executive compensation for 2017, including awards of long-term incentives to its executive officers, which included for the first time both time-based and performance-based restricted stock units.

A comparison of our company to our peer group with respect to revenue and market capitalization as of September 30, 2016 is set forth in the table below:

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Elements of Our Compensation Program

Base Salaries

The Compensation Committee determines base salaries for the executive officers early each year based on a variety of factors, including the following:

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In determining the base salaries of executive officers, the Compensation Committee also solicits input from the CEO and takes into consideration the recommendations made by the CEO with respect to the compensation of the other executive officers.

The base salaries for our named executive officers for 2019 remained the same as the base salaries for 2018. As a general matter, the Company seeks to position its base salaries, target annual bonuses and long-term incentive compensation nearat or below the median of its peer group benchmark data (as adjusted to account for our smaller revenue size as compared to our peer group). Based on the compensation information from Mercer, and after considering the recommendations of the CEO with respect to the executive officers, and considering the factors set forth above, the Compensation Committee determined to increase the base salaries of some of our executive officers in 2017, as follows:

Bonus Plan and Other Annual Cash Awards

Executive Officers Bonus Plan

Each year the Compensation Committee establishes one or more performance goals for our executive officers under the Bonus Plan,an executive officer bonus plan (the “Bonus Plan”), and the levels of cash awards that the executives will receive based on the extent to which their goals are achieved. The goals and award levels are set after extensive discussion between the Compensation Committee and the CEO regarding the performance needed to drive execution on the Company’s annual budget

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and its strategic plan. Company goals generally relate to the Company’s overall financial performance, and individual goals have been subjective or objective, but they have generally been based on performance in areas of our business that the Compensation Committee believed were important to our success. Award levels are specified as a percentage of base salary. The final performance goals and award levels are set by the Compensation Committee. The Compensation Committee determines the threshold, target and maximum award levels under the Bonus Plan based on the same factors that it considers in determining base salaries.

Under the Bonus Plan, there is an overriding discretionary analysis of each executive’s eligibility to receive variable pay. For example, if an executive failed to follow company policy and procedures, exposed the company to legal liability, or exhibited behavior inappropriate for a leadership position, the executive could have been disqualified from receiving variable pay, even if his or her specified performance goals had been achieved.

The eligible executives, and their threshold, target and maximum bonus levels underFor 2019, the Bonus Plan were as follows:

had a threshold of 90% of target Adjusted EBITDA for 2019 (“Target Adjusted EBITDA”), which was required to be reached before any bonus would be paid. The Bonus payments werePlan is structured so that if the threshold level of Target Adjusted EBITDA is achieved, then bonuses would be paid, with 80% of the executive’s eligible bonus payable based on the Companylevel of Target Adjusted EBITDA achievement, and 20% based on the executive’s achievement of departmental and individual goals. Departmental and individual goals are set for each executive, meeting the following performance goals:

To determine bonuses under the Plan, the EBITDA goal was weighted 80% and the executive’s departmental and individual goals were collectively weighted 20%.and/or personal development. The departmental and individual goals for each of our named executive officers, as established by the Compensation Committee, are set forth below.

Determination of whether or not an executive has met their department and individual goals are established by the CEO and Compensation Committee.

In 2019, the levelCompany did not achieve 90% of achievement of those goals, is a subjective exercise for the Compensation Committee, as the number of departmental and individual goals differ for each executive, and the goals include both objective financial as well as subjectivenon-quantitative targets. As such, the Compensation Committee determines the level of achievement for each goal, and then weighs overall performance of the executive as to all departmental and individual goals to determine percentage of achievement.

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The Bonus Plan provided that no bonus would be payable unless the ratio of (i) our actual adjusted EBITDA for 2017 to (ii) targeted adjusted EBITDA exceeds 87.8% (the “Threshold Ratio”). If this Threshold Ratio was achieved, then the total payout was determined by multiplying the executive’s eligible bonus amount by a multiplier, which was based on the amount the actual adjusted EBITDA exceeded or fell below targeted EBITDA. Multipliers ranged from a threshold of 25% of the target bonus at the Threshold Ratio level, to 100% of the target bonus at the targeted adjusted EBITDA level, to 160% of the target bonus at the maximum level, if actual EBITDA exceeded target by 20%.

If targeted EBITDA was achieved, and the executive achieved all of his departmental and individual goals, the executive would be entitled to a full payout equal to the percentage of base salary determined from the above table at the “Target Bonus” level.

If targeted EBITDA was exceeded, and the executive achieved all of his departmental and individual goals, the executive would be entitled to a full payout equal to the percentage of base salary determined from the above table at an amount between the “Target Bonus” and up to the “Maximum Bonus” level, with the final amount determined using a target multiplier that is linearly interpolated for the amount actual EBITDA exceeded targeted EBITDA, up to a maximum multiplier of 160% if actual EBIDTA exceeded targeted EBITDA by 20% or more.

If targeted EBIDTA was achieved, but the executive achieved less than all of his department and individual goals, he would be entitled to between 80% and 99% of the full payout, with the final amount to be received based on the total number of goals set for each executive against the total number of goals achieved. If the executive achieved neither his department nor his individual goals, then he would be entitled to 80% of the full payout.

its Target Adjusted EBITDA, was $22.4 million, as reported in our 2017 Form10-K, which was approximately 100.9% oftherefore no bonuses were paid under the Plan’s EBITDA target of $22.75 million. The target multiplier, based on the achievement of 100.9% targeted EBITDA, was 102.8% for each executive.

The Compensation Committee then examined each executive’s applicable departmental and performance goals and determined the percentage at which their goals were achieved, as set forth above, which set the overall performance by each executive at a percentage of their target level, as set forth in the table below.

Bonus Plan Award Levels for 2017

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Discretionary BonusesPlan.

In addition to awards under the Bonus Plan, the Compensation Committee has authority to grant discretionary bonuses to executive officers based on performance not otherwise measured by the Bonus Plan or for other reasons.

No discretionary bonuses were granted to our named executive officers in 2017.for 2019.

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Long-Term Equity Incentives

RSUs and PSUs. Since 2009, we have provided long-term incentives to our executive officers in the form of time-based restricted stock units (“RSUs”)(RSUs), typically with a vesting period of four years. We have done this in order to preserve the pool of shares available under our stock incentive plans, and because of a market trend to rely more heavily on RSUs than on stock options as long term incentives because RSUs provide more stable incentives for executives. The equity incentives are intended to benefit shareholders by enabling us to better attract and retain top talent in a marketplace where such incentives are prevalent. RSUs closely align our executives with the achievement of our longer-term financial objectives that enhance shareholder value.

To further reflect ourpay-for-performance compensation philosophy, in 2017 the Compensation Committee elected to grant restricted stock units with a mix of both time-based RSUs and performance-based restricted stock units (“PSUs”). The Compensation Committee believes that the mix of time-vesting and performance-vesting equity awards achieves a balance in our equity-based incentive program that further aligns the interests of our executive team and our shareholders. The mix for 2017 50% PSUs and 50% RSUs, with an opportunity for an executive to earn additional shares under the PSU grant if performance targets are exceeded. PSUs are tied to the achievement of certain financial and operational performance goals measured over a set period, generally one to three years. In addition, each PSU has a further time vesting provision requiring continued service to the Company, generally three years from the date of grant. The Compensation Committee has elected to include PSU grants because they align our executive’s compensation with meeting or exceeding key financial and operational performance goals that will deliver long-term value to our shareholders, and will further motivate our executive team to achieve our key business objectives.

RSU grants provide for the issuance of shares of our common stock if the recipient has met certain continued service requirements, typically four years in order to receive the full value of the award. Unlike stock options, RSUs may have value even if the price of our common stock does not increase. Nevertheless, we award RSUs because they promote retention and we believe they also create incentives for executives to focus on increased share prices so that the award has greater value when the common stock is issued. Although we do not impose any restriction on the sale of common stock issued pursuant to RSUs, we expect that our executives will continue to hold some if not all of the shares issued, which will also keep their interests aligned with those of our shareholders.

Under all of the RSUs granted to our executive officers in 2017,2019, an executive was entitled to receiveone-fourth of the shares subject to the award on each of the first four anniversaries of the date of grant as long as the executive remained continuously employed with us until the applicable anniversary.

PSU grants provide for compensation philosophy, in 2018 the issuanceCompensation Committee elected to grant restricted stock units with a mix of sharesboth time-based RSUs and performance-based restricted stock units (PSUs). The Compensation Committee believes that the mix of time-vesting and performance-vesting equity awards achieves a balance in our equity-based incentive program that further aligns the interests of our common stock if the recipient has met certain financialexecutive team and operational performance goals, and, in addition, meets certain continued service requirements.our shareholders. Each set of performance measures is intended to reward the achievement of specific long-term strategic goals designed to deliver long-term shareholder value. The length of the performance period, the mix of time and performance-based awards, the specific performance measures and target levels, and the time-based vesting provisions are established each year by the Compensation Committee.

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Stock options provideThe mix for 2019 was 75% PSUs and 25% RSUs. Each PSU has a minimum, a target and a maximum share amount based on the level of attainment of the performance condition(s) with payouts of 25% to 50% at the minimum, 100% at the target, and 160% at the maximum. The PSUs granted in 2019 were tied to the achievement of certain financial gain derived fromand operational performance goals measured over fiscal years 2020 and 2021. In addition, each PSU has a further time vesting provision requiring continued service to the potential appreciation in stock priceCompany of three years from the date of grant. The Compensation Committee believes PSU grants align our executive’s compensation with meeting or exceeding key financial and operational performance goals that will deliver long-term value to our shareholders, and will further motivate our executive team to achieve our key business objectives.

The performance measure for PSUs granted to our executives in 2018 related to fiscal 2019 EBITDA performance. Based on the optionCompany’s reported EBITDA as of December 31, 2019, the performance conditions were not achieved, and therefore the PSUs issued to executives in 2018 were forfeited.

The Company has in the past awarded stock options to executives, although no stock options were granted to executives in 2018 or 2019. When granting stock options, the Company’s policy is granted untilto set the date the option is exercised. The exercise price of our stock options is set at fair market value, which is the closing selling price of our common stock on the NYSE on the grant date. The vesting provisions

Say on Pay Voting Results

At last year’s annual meeting, we asked our shareholders to approve, on an advisory basis, the compensation of our named executive officers disclosed in the proxy statement for that meeting. We hold this advisory shareholder vote every year.

Red Lion has historically received strong support from our shareholders regarding our executive compensation programs, averaging over 90% in favor during 2014 through 2018, including 98% support in 2018. In 2019, we saw our approval rating decline to 61.3% of the stock options we have granted invotes cast on that proposal approving the past have varied, although they have generally vested in equal annual increments over a periodcompensation. Our proposal at our 2019 meeting to increase the number of four years from the date of grant.

Under the shareholder-approvedshares authorized for issuance under our existing stock incentive plans,plan also received less for votes than against votes, and was not approved. Although Red Lion was already engaged in active engagement with our shareholders, we may not grantfocused our outreach during the remainder of 2019 and into 2020 to ensure shareholder input was included in our planning process for our 2020 compensation program.

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During the third and fourth quarters of 2019, we engaged in active communication with and solicited feedback from shareholders holding approximately 50% of our outstanding shares to discuss the strategic direction of our company, our corporate governance and executive compensation matters. Our shareholder engagement team included our Chairman of the Board, and members of our management team, including our CEO and CFO, all of whom met with shareholders to better understand the reasons behind the lower say on pay vote and no vote on the amendment to our stock options atincentive plan. This outreach has continued into 2020 with current Chairman of the Board R. Carter Pate. We heard from shareholders that excessive dilution associated with stock awards to management was a discountconcern. The Compensation Committee will use this feedback from shareholders as we continue our search for a permanent Chief Executive Officer and design and set compensation for our new chief executive, and in making modifications to fair market value or with aso-called “reload” feature,our incentive plan structure and we may not reduce the exercise price of outstanding stock options except in the case of a stock split or other similar event. We do not lend funds to employees to enable them to exercise stock options.

We do not backdate options or grant options retroactively. In addition, we do not plan to coordinate grants of options so that they are made before an announcement of favorable information, or after an announcement of unfavorable information. Our options are granted at fair market valueincentive compensation on a fixed date or event, with all required approvals obtained in advance of or on the actual grant date. All grants to executive officers require the approval of the Compensation Committee.

Our long-term performance ultimately determines the value of stock options, because gains from stock option exercises are entirely dependent on the long-term appreciation in the price of our common stock. As a result, we believe stock option grants encourage executives and other employees to focus on behaviors and initiatives that should lead to an increase in the price of our common stock, which benefits all our shareholders.going forward basis.

In 2016, we granted Mr. Mount a stock option to purchase 81,130 shares of our common stock at an exercise price of $8.20 per share.One-fourth of the stock options will become exercisable on each of the first four anniversaries of the grant date, subject to Mr. Mount’s continued employment. Mr. Mount did not hold any stock options prior to this grant, and the Board felt the grant was appropriate to provide further incentives to Mr. Mount to focus on initiatives that support an increase in the Company’s stock price. No options were granted in 2017.

C2017 Long-Term Incentive Threshold, Target and Maximum Amounts

For 2017, the Compensation Committee set the threshold, target and maximum bonus long-term incentive levels for long-term incentive grants for our executives as follows:

Only PSUs granted have threshold and maximum levels; all RSUs are granted at the target level. For 2017, each executive received a mix of 50% PSUs and 50% RSUs.

PSU Grants relating to 2017 Performance

Under all of the PSUs granted to our executive officers in 2017, the executive will be entitled to receive the shares subject to the award on the third anniversary of the date of grant, or May 25, 2020, at the target level, as long as prior to such date the following performance goals were achieved, and the executive remained continuously employed with us until the applicable anniversary:

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In the event the executive exceeded these performance targets, the executive was entitled to earn additional shares up to the maximum number provided under their individual grant agreements. Amounts payable above and below target were calculated along a straight line from target with a 3 percent increase for every 1 percent increase in attainment for the EBITDA target to the maximum, and a 4 percent increase for every 1 percent increase in attainment for the hotel growth target.

In March 2018, the Compensation Committee reviewed 2017 performance relative to thepre-established goals and, based on that performance, confirmed that the Company had achieved 107.1% of overall target performance with respect to the 2017 PSUs.

This resulted in the issuance of PSUs as follows:

As stated above, these PSUs will vest on May 25, 2020 as long as the executive remains continuously employed with us until such date.

For 2018, the Compensation Committee expects to set performance goals based upon achievement of adjusted EBITDA targets, to be measured over a two year period, with a three year time vesting requirement.

RSU Grants made in 2017

The RSUs granted to our executive officers in 2017 vest annually over four years, subject to the executive’s continued employment with the Company. RSUs granted in 2017 are shown in the 2017 Grants of Plan-Based Awards table below.

Retirement, Change of Control and Other Benefits

Our executive officers participate in the same employee benefits provided to all other employees. The limited perquisites made available to our executives generally do not exceed $10,000 annually.

Each of our executives is entitled to certain severance benefits if terminated without cause, or in connection with a change of control involving our Company, as described below underEmployment Agreements; Severance and Change of Control Arrangements.

Clawbacklawback Policy

The Compensation Committee has adopted a Compensation Clawback Policy (the “Clawback Policy”) that gives the Compensation Committee authority to recoup certain executive officer compensation in the event of financial errors, including an accounting restatement, or other executive officer conduct that adversely affects our company or its results of operation. The Clawback Policy applies to all incentive compensation paid, granted, earned, vested or otherwise awarded to an executive officer, including annual bonuses and other short and long term cash incentive awards, stock options, restricted stock awards and other equity or equity-based awards.

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Stock Ownership Guidelines

Our Board of Directors has adopted Stock Ownership Guidelines applicable to our directors and executive officers. Share ownership demonstrates to our shareholders, the investing public and the rest of our company’s associates, our executive officers’ commitment to our company and directly aligns executives’ interests with those of our shareholders. Each of our CEO, CFO, Executive Vice Presidents and General Counsel is required to own the lesser of either (i) 30,000 shares of our common stock, or (ii) a number of shares of our common stock equal in value to at least his or her annual base salary. Each of our executives has four years from the date of his or her appointment to attain such level of ownership. Our executives are in compliance with our Stock Ownership Guidelines or are still within the four year period.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis provided above with management and, based on the review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form10-K.

Respectfully submitted,

Compensation Committee of the Board of Directors

Raymond R. Brandstrom, Chairman

Bonny W. Simi

Michael Vernon

April 13, 2018

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PAY RATIO

The Dodd-Frank Wall Street Reform and Consumer Protection Act mandated the SEC adopt a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the Company’s Chief Executive Officer (“CEO”). Registrants must comply with the pay ratio rule for the first fiscal year beginning on or after January 1, 2017.

The SEC rule requires the disclosure of (i) the median of the annual total compensation of all employees of the company, except the CEO, (ii) the annual total compensation of the CEO; and (iii) the ratio of the two amounts.

In determining the median employee, a listing was prepared of all employees as of December 31, 2017. Wages and salaries were annualized for those employees that were not employed for the full year of 2017. The median amount was selected from the annualized list based upon the Company’s tax records. For simplicity, the value of the Company’s 401(k) plan and medical benefits provided was excluded as all employees including the CEO are offered the exact same benefits and the Company utilizes the Internal Revenue Service safe harbor provision for 401(k) discrimination testing. As of December 31, 2017 the Company employed 1,563 persons of which 524 are full time and 1,039 are part time.

Ratio:

The ratio above is a reasonable estimate calculated in a manner consistent with Item 402(u) of SECRegulation S-K. Given the rule’s flexibility, the method the Company used to determine the median employee may be different from its peers, so the ratios may not be comparable.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth summary information concerning the compensation awarded to, paid to or earned by our named executive officers for all services rendered in all capacities to us in 2017, 2016 and 2015.