Edgar Filing: STRATEGIC HOTELS & RESORTS, INC

STRATEGIC HOTELS & RESORTS, INC.

May 24, 2013

/s/ Paula C. Maggio

Paula C. Maggio

Executive Vice President, General Counsel & Secretary

Form 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 23, 2013

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 23, 2013, Strategic Hotels & Resorts, Inc. (the “Company”) held its 2013 annual meeting of stockholders (the “2013 Annual Meeting”). At the 2013 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 2013 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, 2013.

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		117,253,495		55,638,911		10,749,827
Kenneth Fisher		93,346,409		79,545,997		10,749,827
Raymond L. Gellein, Jr.		116,168,633		56,723,773		10,749,827
James A. Jeffs		117,214,028		55,678,378		10,749,827
Richard D. Kincaid		117,340,745		55,551,661		10,749,827
Sir David M.C. Michels		117,270,178		55,622,228		10,749,827
William A. Prezant		117,243,958		55,648,448		10,749,827
Eugene F. Reilly		116,636,313		56,256,093		10,749,827
Sheli Z. Rosenberg		116,035,615		56,856,791		10,749,827

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
85,774,284	87,090,541	27,581	10,749,827

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, 2013:


Votes in Favor	Votes Against	Abstentions
182,520,710	790,323	331,200

Proposal 4, as set forth in the Proxy Statement, was withdrawn prior to the 2013 Annual Meeting.

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.