8-K - XHR - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2020

Xenia Hotels & Resorts, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36594	20-0141677
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 S. Orange Avenue

Suite 2700

Orlando

Florida

32801

(Address of Principal Executive Offices)

(

407

)

246-8100

(Registrant’s Telephone Number, Including Area Code)

N/A (Former Name or Former Address, if Changed Since Last Report)

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))

☐ Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	XHR	New York Stock Exchange

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.

Departure of Officer

In response to the market, economic and financial challenges caused by the COVID-19 pandemic, Xenia Hotels & Resorts, Inc. (the “Company” or “Xenia”) has made certain organizational changes, including the departure of Philip A. Wade, effective as of April 21, 2020, who served as Senior Vice President and Chief Investment Officer of the Company. In connection with Mr. Wade’s departure, the Company and Mr. Wade entered into a Separation Agreement (the “Separation Agreement”) that provides for, among other things: (i) $1,400,000 payable over a period of 12 months following the effective date of Mr. Wade’s departure (the “separation date”); (ii) continued health insurance coverage at the Company’s expense for up to eighteen months following the separation date; and (iii) all outstanding and unvested equity and equity-based awards held by Mr. Wade will be treated in accordance with the terms and conditions set forth in the applicable award agreement and equity compensation plan, provided that solely for purposes of such awards, Mr. Wade will be deemed to have incurred a termination of employment by the Company without “Cause” (as defined in the applicable award agreement) upon the separation date.

All such compensation and benefits are conditioned upon Mr. Wade executing and not revoking the general release of claims set forth in the Separation Agreement. The Separation Agreement further provides that the restrictive covenants set forth in Mr. Wade's severance agreement with the Company and XHR Management will apply following the separation date, other than the non-competition covenant which will be waived following the separation date. The Separation Agreement is expected to be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

On April 21, 2020, the Company issued a press release announcing the departure of Mr. Wade. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Xenia Hotels & Resorts, Inc., dated April 21, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: April 22, 2020	By:	/s/ Taylor C. Kessel
	Name:	Taylor C. Kessel
	Title:	Senior Vice President - General Counsel and Secretary

		Exhibit

FOR IMMEDIATE RELEASE

DATE: April 21, 2020

XENIA HOTELS & RESORTS ANNOUNCES DEPARTURE OF CHIEF INVESTMENT OFFICER

Orlando, FL - April 21, 2020 - Xenia Hotels & Resorts, Inc. (NYSE: XHR) (“Xenia” or the “Company”) today announced that, due to the severe downturn in lodging demand resulting from the COVID-19 pandemic, the Company has further streamlined its operations and reduced its ongoing corporate expenses by eliminating the role of Chief Investment Officer. As a result, Philip A. Wade, who served as the Company’s Senior Vice President and Chief Investment Officer, has left the Company. With this change, the Company’s corporate office headcount has been reduced by over 20% since the Company’s operations have been impacted by the COVID-19 pandemic.

“Due to the unprecedented impact of COVID-19, we have made the difficult decision to streamline our corporate functions. I want to thank Phil for his contributions to the Company over the last 13 years. Phil has been a valued member of our executive team throughout the Company’s evolution into a leading owner of luxury and upper-upscale hotels and resorts. He has been a great partner to me as we have transformed the Company’s portfolio by completing over $7 billion of transactions. Our transaction function remains a strength of ours and will remain under my direct supervision. On behalf of the entire Xenia team and our Board of Directors, I wish Phil the best in his future endeavors,” said Marcel Verbaas, Chairman and Chief Executive Officer of Xenia Hotels & Resorts.

About Xenia Hotels & Resorts, Inc.

Xenia Hotels & Resorts, Inc. is a self-advised and self-administered REIT that invests primarily in uniquely positioned luxury and upper upscale hotels and resorts, with a focus on the top 25 U.S. lodging markets as well as key leisure destinations in the United States. The Company owns 39 hotels comprising 11,245 rooms across 16 states. Xenia’s hotels are primarily in the luxury and upper upscale segments, and operated and/or licensed by industry leaders such as Marriott, Hyatt, Kimpton, Fairmont, Loews, and Hilton, as well as leading independent management companies including The Kessler Collection and Sage Hospitality. For more information on Xenia’s business, refer to the Company website at www.xeniareit.com.

Contact:

Atish Shah, EVP & Chief Financial Officer, Xenia Hotels & Resorts, (407) 246-8100

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