UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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) –April 5, 2018
EXTENDED STAY AMERICA, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36190 | | 46-3140312 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
11525 N. Community House Road, Suite 100 Charlotte, North Carolina | | 28277 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code (980)345-1600
ESH HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36191 | | 27-3559821 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
11525 N. Community House Road, Suite 100 Charlotte, North Carolina | | 28277 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code (980)345-1600
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.02(d): Election of Bruce Haase as Board Member
On April 5, 2018, the Board of Directors (the “ESH Board”) of ESH Hospitality, Inc. (“ESH REIT”) elected Bruce Haase to the ESH Board.
As an independent director, Mr. Haase will be compensated for his position as a director in accordance with ESH REIT’s director compensation principles, which provide that each independent director receives an annual cash retainer of $90,000 and an annual equity retainer with a value of $100,000. In connection with his appointment to the ESH Board, ESH REIT’s Compensation Committee is expected to grant Mr. Haase restricted stock units representing paired shares, each paired share consisting of one share of common stock of Extended Stay America, Inc. that is attached to and trades as a single unit with one share of Class B common stock of ESH REIT. This grant will represent a prorated portion of the annual $100,000 equity retainer due to Mr. Haase for thesix-week term until our next annual meeting.
ESH REIT and Mr. Haase will enter into ESH REIT’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.27 to Amendment No. 8 to the Registration Statement on FormS-1 (FileNo. 333-190052) and is incorporated herein by reference.
A copy of the press release announcing Mr. Haase’s election to the ESH Board is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
| 99.1 | | Press Release of ESH Hospitality, Inc., dated April 9, 2018, announcing the election of Bruce Haase to the ESH Board. |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | | | EXTENDED STAY AMERICA, INC. |
| | | |
| Date: April 9, 2018 | | | | By: | | /s/ John R. Dent |
| | | | | | Name: | | John R. Dent |
| | | | | | Title: | | General Counsel |
| | |
| | | | ESH HOSPITALITY, INC. |
| | | |
| Date: April 9, 2018 | | | | By: | | /s/ John R. Dent |
| | | | | | Name: | | John R. Dent |
| | | | | | Title: | | General Counsel |
