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

RED LION HOTELS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Washington		001-13957		91-1032187
(State or Other Jurisdiction		(Commission file number)		(I.R.S. Employer
of Incorporation)				Identification No.)

201 W. North River Drive
Suite 100
Spokane, Washington 99201
(Address of Principal Executive Offices, Zip Code)

(509) 459-6100
(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:

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 5.07. Submission of Matters to a Vote of Security Holders

At our annual meeting of shareholders on May 19, 2010, two proposals were submitted to a vote of our shareholders. The voting results were as follows:

1.

Election of Directors: Three directors were elected to serve on our board of directors for terms that end at the 2013 annual meeting of shareholders. The number of votes cast for and withheld from each nominee, and the number of broker non-votes, were as follows:

										Broker
Nominee		For				Withheld				Non-Votes
Donald K. Barbieri			11,598,497				293,002				3,971,870
Raymond R. Brandstrom			11,599,298				292,201				3,971,870
Ronald R. Taylor			11,707,155				184,344				3,971,870

2.

Ratification of Appointment of Auditors: The shareholders ratified the appointment of BDO Seidman, LLP as our independent registered public accounting firm for 2010. The number of votes cast for and against the proposal, and the number of abstentions, were as follows:

For		Against		Abstentions
15,827,722		34,580		1,067

Item 8.01. Other Events

On May 19, 2010, we reduced the size of our board of directors by one director. As a result, our board of directors now consists of seven directors classified as follows:

		Number		Terms Expire
		of		at Annual
Class		Directors		Meeting in
A		2		2012
B		3		2013
C		2		2011

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.