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EX-10.1 - STRATEGIC HOTELS & RESORTS, INC. SECOND AMENDED AND RESTATED 2004 INCENTIVE PLAN - STRATEGIC HOTELS & RESORTS, INCdex101.htm

 

 

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))

 

 

 


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.


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


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


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

 

STRATEGIC HOTELS & RESORTS, INC.
By:  

  /s/ Stephen M. Briggs

    Name:   Stephen M. Briggs
    Title:   Senior Vice President & Chief Accounting Officer


EXHIBIT INDEX

 

Exhibit
Number

  

Description

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