Edgar Filing: STRATEGIC HOTELS & RESORTS, INC

STRATEGIC HOTELS & RESORTS, INC.

May 23, 2014

/s/ Paula C. Maggio

Paula C. Maggio

Executive Vice President, General Counsel & Secretary

8-K

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 22, 2014

Strategic Hotels & Resorts, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-32223

33-1082757

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 West Madison Street, Suite 1700

Chicago, Illinois 60606

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 658-5000

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))

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 22, 2014, Strategic Hotels & Resorts, Inc. (the “Company”) held its 2014 annual meeting of stockholders (the “2014 Annual Meeting”). At the 2014 Annual Meeting, stockholders considered and voted upon the following proposals:

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;

The approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers as described in the proxy statement for the 2014 Annual Meeting (the “Proxy Statement”); and

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

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


Director	Votes in Favor		Votes Withheld		Broker Non-Votes
Robert P. Bowen		181,180,214		584,864		8,592,487
Raymond L. Gellein, Jr.		178,892,583		2,872,495		8,592,487
James A. Jeffs		180,498,274		1,266,804		8,592,487
David W. Johnson		180,581,855		1,183,223		8,592,487
Richard D. Kincaid		180,875,660		889,418		8,592,487
Sir David M.C. Michels		180,878,552		886,526		8,592,487
William A. Prezant		181,208,965		556,113		8,592,487
Eugene F. Reilly		180,878,552		886,526		8,592,487
Sheli Z. Rosenberg		167,495,655		14,269,423		8,592,487

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


Votes in Favor		Votes Against		Abstentions		Broker Non-Votes
	180,810,681		932,097		22,300		8,592,487

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 public accounting firm for the fiscal year ending December 31, 2014:


Votes in Favor		Votes Against		Abstentions
	188,566,391		1,555,504		235,670

For a description of the terms of the Company’s settlement agreement with Orange Capital LLC and certain of its affiliates, see “Proposal 1-Election of Directors-Settlement Agreement with Orange Capital” in the Proxy Statement.

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.