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 14, 2014
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:
| ¨ | 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 14, 2014, Morgans Hotel Group Co. (the “Company”) held its 2014 annual meeting of stockholders (the “2014 Annual Meeting”). At the 2014 Annual Meeting, the four matters set forth below were submitted to vote of the Company’s stockholders. On May 20, 2014, IVS Associates, Inc., the independent Inspector of Elections for the 2014 Annual Meeting, delivered to the Company its final, certified voting results for each such matter.
| 1. | Election of Directors—The Company’s stockholders elected the following nine nominees as directors for one-year terms expiring when their successors are duly elected and qualified: John Brecker, Andrew Broad, John D. Dougherty, Martin L. Edelman, Jason T. Kalisman, Mahmood J. Khimji, Jonathan A. Langer, Michelle S. Russo and Derex Walker. The number of votes cast for and withheld for each nominee were as follows: |
Board of Directors Nominees:
| Nominee |
For | Withheld | ||||||
| John J. Dougherty |
14,906,248 | 196,694 | ||||||
| Martin L. Edelman |
16,905,991 | 193,398 | ||||||
| Jason T. Kalisman |
14,980,706 | 123,236 | ||||||
| Mahmood J. Khimji |
16,902,455 | 196,934 | ||||||
| Jonathan A. Langer |
14,998,911 | 104,031 | ||||||
| Andrea L. Olshan |
13,608,562 | 1,494,380 | ||||||
| Michael E. Olshan |
13,608,412 | 1,494,530 | ||||||
| Michelle S. Russo |
14,907,780 | 195,162 | ||||||
| Derex Walker |
14,907,248 | 196,694 | ||||||
Kerrisdale Nominees:
| Nominee |
For | Withheld | ||||||
| Sahm Adrangi |
13,636,979 | 1,194,244 | ||||||
| John Brecker |
14,186,986 | 644,237 | ||||||
| Andrew Broad |
14,186,986 | 644,237 | ||||||
| Alan Carr |
13,494,979 | 1,336,244 | ||||||
| Jordon Giancoli |
13,636,979 | 1,194,244 | ||||||
| Navi Hehar |
13,636,979 | 1,194,244 | ||||||
| L. Spencer Wells |
13,636,979 | 1,194,244 | ||||||
| 2. | Ratification of Appointment of Independent Registered Public Accounting Firm—The Company’s stockholders ratified the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows: |
| For |
Against | Abstained | ||||||
| 29,621,620 |
101,911 | 210,634 | ||||||
| 3. | Advisory Vote on Executive Compensation—The stockholders approved, by a non-binding, advisory vote, the compensation paid to the Company’s named executive officers. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows: |
| For |
Against | Abstained | ||||||
| 17,422,799 |
1,647,945 | 10,863,421 | ||||||
| 4. | Vote on Non-binding Stockholder Proposal Regarding Stockholder Rights Plan—The stockholders approved the proposal presented by UNITE HERE to require stockholder approval before adopting a new stockholders rights plan and to redeem any such stockholders rights plan now in effect. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows: |
| For |
Against | Abstained | ||||||
| 19,269,519 |
10,438,591 | 226,055 | ||||||
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.
| MORGANS HOTEL GROUP CO. | ||||||
| Date: May 20, 2014 | By: | /s/ Richard Szymanski | ||||
| Richard Szymanski | ||||||
| Chief Financial Officer and Secretary | ||||||