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 19, 2011

 

 

Strategic Hotels & Resorts, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland

(State or other jurisdiction of incorporation)

 

001-32223		33-1082757
(Commission File Number)		(I.R.S. Employer Identification No.)
200 West Madison Street, Suite 1700, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(312) 658-5000

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2):

 

¨	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-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.

(e) At the 2011 annual meeting of stockholders (the “2011 Annual Meeting”) of Strategic Hotels & Resorts, Inc. (the “Company”) held on May 19, 2011, the Company’s stockholders, upon recommendation of the board of directors of the Company (the “Board”), approved the Company’s Second Amended and Restated 2004 Incentive Plan (the “Amended Plan”). Pursuant to the terms of the Amended Plan, (i) the number of securities authorized and reserved for issuance increased from 4,200,000 shares to 9,700,000 shares of the Company’s common stock or units of its operating partnership, Strategic Hotel Funding, L.L.C. (“OP Units”), and (ii) the termination date of the plan was extended from June 21, 2014 to December 31, 2016. Under the terms of the Amended Plan, the Company may make grants of restricted stock and restricted stock units, nonqualified and incentive stock options to purchase common stock, stock appreciation rights, other stock or cash-based awards and OP Units to its employees, non-employee directors and other persons who provide the Company with advisory or consulting services (except that only employees are eligible to receive an award of an incentive stock option). The Amended Plan is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2011. The Amended Plan is also attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 19, 2011, the Company held the 2011 Annual Meeting. At the 2011 Annual Meeting, stockholders considered and voted upon the following proposals:

 

1.

The election of nine directors (identified in the table below) to serve until the Company’s next annual meeting of stockholders and until such directors’ successors are duly elected and qualify;

 

2.

The approval of the Amended Plan;

 

3.

The approval, by a non-binding advisory vote, of the Company’s executive compensation;

 

4.

The recommendation, by a non-binding advisory vote, on the frequency of the advisory vote on the Company’s executive compensation; and

 

5.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2011.

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The following table sets forth the number of votes in favor, the number of votes withheld and broker non-votes with respect to the election of directors:

 

Director		Votes in Favor				Votes Withheld				Broker Non-Votes
Robert P. Bowen			106,842,324				11,989,913				16,220,035
Kenneth Fisher			106,879,389				11,952,848				16,220,035
Raymond L. Gellein, Jr.			106,858,944				11,973,293				16,220,035
Laurence S. Geller			107,412,637				11,419,600				16,220,035
James A. Jeffs			106,957,307				11,874,930				16,220,035
Richard D. Kincaid			107,028,906				11,803,331				16,220,035
Sir David M.C. Michels			107,111,604				11,720,633				16,220,035
William A. Prezant			98,913,740				19,918,497				16,220,035
Eugene F. Reilly			106,877,274				11,954,963				16,220,035

The following table sets forth the number of votes in favor, the number of votes against, the number of abstentions and broker non-votes with respect to the approval of the Amended Plan:

 

Votes in Favor		Votes Against		Abstentions		Broker Non-Votes
101,153,766		17,264,092		414,379		16,220,035

The following table sets forth the number of votes in favor, the number of votes against, the number of abstentions and broker non-votes with respect to the approval, by a non-binding advisory vote, of the Company’s executive compensation:

 

Votes in Favor		Votes Against		Abstentions		Broker Non-Votes
77,391,551		41,036,785		403,091		16,220,035

The following table sets forth the number of votes for “1 Year,” “2 Years,” “3 Years,” and the number of abstentions and broker non-votes with respect to the recommendation, by a non-binding advisory vote, on the frequency of the advisory vote on the Company’s executive compensation:

 

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
109,879,222		357,114		8,226,588		369,313		16,220,035

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In light of the voting results and other factors, the Board has decided to include the advisory stockholder vote on executive compensation in its proxy materials on an annual basis until the next required advisory vote on the frequency of the stockholder vote on executive compensation. The Company is required to hold votes on frequency every six years.

The following table sets forth the number of votes in favor, the number of votes against and the number of abstentions with respect to the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2011:

 

Votes in Favor		Votes Against		Abstentions
133,118,600		1,508,818		424,854

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Description
10.1		Strategic Hotels & Resorts, Inc. Second Amended and Restated 2004 Incentive Plan

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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.

May 24, 2011

 

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Strategic Hotels & Resorts, Inc. Second Amended and Restated 2004 Incentive Plan