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 18, 2011
Morgans Hotel Group Co.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33738 | 16-1736884 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 475 Tenth Avenue New York, NY |
10018 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 277-4100
| 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:
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))
| 1. | Election of Directors—Nine directors were elected to service on our Board of Directors for
a term that ends at the 2012 Annual Meeting of Stockholders. The number of votes cast in favor of
and withheld for each nominee, as well as the number of broker non-votes, were as follows: |
| Broker Non- | ||||||||||||
| Nominee | In Favor | Withheld | Vote | |||||||||
David T. Hamamoto |
22,833,059 | 989,215 | 4,006,668 | |||||||||
Michael Gross |
22,841,619 | 980,655 | 4,006,668 | |||||||||
Ronald W. Burkle |
23,696,093 | 126,181 | 4,006,668 | |||||||||
Robert Friedman |
11,827,259 | 11,995,015 | 4,006,668 | |||||||||
Jeffrey M. Gault |
18,217,482 | 5,604,792 | 4,006,668 | |||||||||
Thomas L. Harrison |
22,848,219 | 974,055 | 4,006,668 | |||||||||
Jason T. Kalisman |
23,695,993 | 126,281 | 4,006,668 | |||||||||
Edwin L. Knetzger, III |
22,848,119 | 974,155 | 4,006,668 | |||||||||
Michael D. Malone |
22,838,219 | 984,055 | 4,006,668 | |||||||||
| 2. | Ratification of Auditors—The stockholders ratified the appointment of BDO USA, LLP as
our independent registered public accounting firm for 2011. The number of votes cast in
favor of and against the proposal, as well as the number of abstentions, were as follows: |
| For | Against | Abstained | ||
27,786,455
|
42,487 | 0 |
| 3. | Advisory Vote on Executive Compensation—The stockholders approved, by an advisory
vote, the compensation paid to the Company’s named executive officers. The number of votes
cast in favor of and against the proposal, as well as the number of abstentions, were as
follows: |
| For | Against | Abstained | ||
| 23,439,509 | 138,762 | 244,003 |
| 4. | Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation—The
stockholders voted on the frequency for holding future advisory votes on executive
compensation and voted in favor of future advisory votes every year. The number of votes
cast in favor of every one, two or three years, as well as the number of abstentions, were
as follows: |
| 1 Year | 2 Years | 3 Years | Abstained | |||
| 18,249,507 | 7,081 | 5,438,536 | 127,150 |
| MORGANS HOTEL GROUP CO. |
||||
| Date: May 23, 2011 | By: | /s/ Richard Szymanski | ||
| Richard Szymanski | ||||
| Chief Financial Officer and Secretary | ||||