Attached files

file filename
EX-99.1 - EX-99.1 - Extended Stay America, Inc.d563639dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) –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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Rule 12b-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 the six-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 Form S-1 (File No. 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

 

Exhibit

Number

  

Exhibit Description

99.1    Press Release of ESH Hospitality, Inc., dated April 9, 2018, announcing the election of Bruce Haase to the ESH Board.


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