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): December 31, 2012
MHI HOSPITALITY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-32379
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20-1531029
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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410 West Francis Street
Williamsburg, Virginia 23185
(757) 229-5648
(Address, including Zip Code and Telephone Number, including
Area Code, of Principal Executive Offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(b), (c) and (e)
On January 3, 2013, the Board of Directors of MHI Hospitality Corporation (MHI or the Company) announced that William J. Zaiser, MHIs Executive Vice President, Chief
Financial Officer, Treasurer and corporate Secretary, retired from the Company as of December 31, 2012. Following Mr. Zaisers retirement, MHIs Board of Directors appointed Mr. Anthony E. Domalski as Chief Financial
Officer. Mr. Domalski has been MHIs Vice President and Chief Accounting Officer since May 2005. Biographical information for Mr. Domalski is contained in the Companys Annual Meeting Proxy Statement, which was filed with the
Securities and Exchange Commission on March 20, 2012, which information is incorporated herein by reference.
(i) On
December 31, 2012, as approved by the Board of Directors of MHI, and as recommended by the Companys Nominating, Corporate Governance and Compensation Committee (the Committee), the Company and Mr. Domalski entered into an
employment agreement (the Employment Agreement) by which MHI appointed Mr. Domalski, as of January 1, 2013, its Chief Financial Officer.
The Employment Agreement has an initial term ending on December 31, 2017. Thereafter, the term of the Employment Agreement will be extended for an additional year, on each anniversary of the
commencement date of the Employment Agreement, unless either party gives one hundred eighty (180) days prior written notice that the term will not be extended.
The Employment Agreement provides for annual salary and possible additional compensation in the form of a cash bonus and restricted stock awards. In addition, pursuant to the Employment Agreement,
Mr. Domalski is also entitled, among other things, to receive:
(1) An annual cash performance bonus in an amount between
15% and 20% of salary for that calendar year, based upon the attainment of quantitative performance goals set forth in a performance plan established by the Committee by January 31 of each year; and
(2) Customary benefits, including a term life insurance policy of $1 million and disability insurance in an amount so that
Mr. Domalski will receive the same monthly payments as made under the Employment Agreement at the time of any event causing his disability.
In addition, Mr. Domalski will be entitled to receive benefits under the Employment Agreement if the Company terminates his employment without cause or the executive resigns with good reason or if
there is a change in control of the Company during the term of the Employment Agreement. Under these scenarios, Mr. Domalski is entitled to receive the following:
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any accrued but unpaid salary and bonuses;
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vesting of any previously issued stock options or restricted stock;
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payment of the executives life, health and disability insurance coverage for a period of five (5) years following termination (provided,
however, that such right terminates if the executive accepts other employment that would reasonably be expected to provide such insurance);
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any unreimbursed expenses; and
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a severance payment equal to three (3) times Mr. Domalskis combined salary and actual bonus compensation for the preceding fiscal year
will be paid within five (5) days of the executive officers last day of employment.
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A copy of the Employment
Agreement is attached hereto as Exhibit 10.2A and is incorporated herein by reference as though it were fully set forth herein. The foregoing summary description of the Employment Agreement is not intended to be complete and is qualified in its
entirety by the complete text of the Employment Agreement.
(ii) Effective as of January 1, 2013, the Board of Directors
of the Company, as recommended by the Committee, also approved a consulting agreement between the Company and WJZ Consulting LLC (the Consultant), the managing member of which is Mr. Zaiser (the Consulting Agreement).
The Consulting Agreement ends on December 31, 2015 and provides for targeted, annual consulting fees payable during the consulting
period. In addition, pursuant to the Consulting Agreement, the Company and the Consultant expect that the consulting services to be performed shall require a targeted amount of hours per month dedicated by the Consultant to MHI.
A copy of the Consulting Agreement is attached hereto as Exhibit 10.3A and is incorporated herein by reference as though it were fully set forth herein.
The foregoing summary description of the Consulting Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Consulting Agreement.
(iii) As of January 1, 2013, MHI appoints Patrick V. Fiel, Jr., the Companys General Counsel, to the additional role of MHIs corporate Secretary.
Item 7.01
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Regulation FD Disclosure
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On
January 3, 2013, the Company issued a press release announcing (i) the appointment of Anthony E. Domalski to MHIs Chief Financial Officer; (ii) the appointment of Patrick V. Fiel, Jr., the Companys General Counsel, to the
additional role of MHIs corporate Secretary; and (iii) the retirement of William J. Zaiser from the Company. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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10.2A
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Employment Agreement between MHI Hospitality Corporation and Anthony E. Domalski.
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10.3A
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Consulting Agreement between MHI Hospitality Corporation and WJZ Consulting LLC.
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99.1
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Press Release by MHI Hospitality Corporation, dated January 3, 2013.
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SIGNATURES
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: January 3, 2013
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MHI HOSPITALITY CORPORATION
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By:
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/s/ Andrew M. Sims
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Name:
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Andrew M. Sims
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Title:
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Chief Executive Officer
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Exhibit List
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10.2A
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Employment Agreement between MHI Hospitality Corporation and Anthony E. Domalski.
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10.3A
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Consulting Agreement between MHI Hospitality Corporation and WJZ Consulting LLC.
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99.1
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Press Release by MHI Hospitality Corporation, dated January 3, 2013.
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