Form 8-K DiamondRock Hospitality For: May 20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 20, 2015

DiamondRock Hospitality Company

(Exact name of registrant as specified in charter)

3 Bethesda Metro Center, Suite 1500
Bethesda, MD 20814
(Address of Principal Executive Offices)  (Zip Code)

(240) 744-1150
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.                     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2015, the Board of Directors (the “Board”) of DiamondRock Hospitality Company (the “Company”) appointed Mr. Timothy Chi to the Board, effective June 1, 2015, and increased the size of the Board from seven members to eight members. Mr. Chi was also appointed as a member of each of the Audit, Compensation and Nominating & Corporate Governance Committees.

Mr. Chi is the co-founder and Chief Executive Officer of WeddingWire, the leading global marketplace serving the $200 billion wedding and events industry. Previously, Mr. Chi co-founded Blackboard Inc. in 1998 and subsequently assisted in its initial public offering. While at Blackboard, Mr. Chi pioneered many of Blackboard’s product and strategic initiatives and played a critical role in the success of the company. Mr. Chi holds a B.S. degree in Operations Research/Industrial Engineering from Cornell University and a Master’s of Science degree in Engineering Management from Tufts University.

Effective on June 1, 2015, Mr. Chi will become eligible to receive the standard compensation provided by the Company to its other non-employee directors. Additionally, in connection with Mr. Chi’s appointment to the Board, the Company and Mr. Chi will enter into an indemnification agreement in substantially the same form as the Company has entered into with each of the members of the existing Board. Mr. Chi is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a member of the Board, nor is he a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

ITEM 7.01.  Regulation FD Disclosure.

On May 22, 2015, the Company announced that Mr. Chi had been appointed to the Company’s Board of Directors, effective June 1, 2015. A copy of that press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated by reference herein.  The press release has also been posted in the investor relations/presentations section of its website at www.drhc.com.

The information in this Item 7.01 of this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

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SIGNATURE

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

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EXHIBIT INDEX

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Exhibit 99.1

COMPANY CONTACT

Sean Mahoney

(240) 744-1150

DIAMONDROCK APPOINTS NEW BOARD MEMBER

BETHESDA, MD, May 22, 2015 — DiamondRock Hospitality Company (the “Company”) (NYSE: DRH) today announced that Timothy Chi has been appointed to the Company’s Board of Directors, effective June 1, 2015. The Board will expand to eight members.

Mr. Chi is the co-founder and Chief Executive Officer of WeddingWire, the leading global marketplace serving the $200 billion wedding and events industry.  Previously, Mr. Chi co-founded Blackboard Inc. in 1998 and subsequently assisted in its initial public offering (NASDAQ: BBBB).  While at Blackboard, Mr. Chi pioneered many of Blackboard’s product and strategic initiatives and played a critical role in the success of the company.  Mr. Chi holds a B.S. degree in Operations Research/Industrial Engineering from Cornell University and a Master’s of Science degree in Engineering Management from Tufts University.

FPL Partners Ltd. served as advisor to the Company in its nationwide director search.

About the Company

DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that is an owner of a leading portfolio of geographically diversified hotels concentrated in top gateway markets and destination resort locations.  The Company owns 28 premium hotels with over 10,700 rooms. The Company has strategically positioned its hotels to be operated both under leading global brands, such as Hilton, Marriott, and Westin, and boutique hotels in the lifestyle segment. For further information on the Company and its portfolio, please visit DiamondRock Hospitality Company’s website at www.drhc.com.