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 13, 2015

 

 

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 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2015, Jason T. Kalisman provided notice to Morgans Hotel Group Co. (the “Company”) of his resignation as the Company’s Interim Chief Executive Officer, effective immediately, so that he can focus more time on personal matters. Mr. Kalisman will remain a member of the Company’s Board of Directors (the “Board”) and the Board’s Special Transaction Committee.

In connection with Mr. Kalisman’s resignation, on May 19, 2015, the Company announced that Richard Szymanski will temporarily serve as its principal executive offer for securities law reporting purposes, effective immediately. Mr. Szymanski has served as the Company’s Chief Financial Officer since 2005 and will remain in that position. Additional biographical information about Mr. Szymanski is contained in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2015.

A copy of the press release announcing Mr. Kalisman’s resignation and Mr. Szymanski’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2015, the Company held its 2015 annual meeting of stockholders (the “2015 Annual Meeting”). At the 2015 Annual Meeting, the four matters set forth below were submitted to votes of the Company’s stockholders.

 

  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, Kenneth E. Cruse, John L. Dougherty, Martin L. Edelman, Jason T. Kalisman, Howard M. Lorber, Bradford B. Nugent and Michelle S. Russo. The number of votes cast for and withheld for each nominee were as follows:

 

Nominee

    For      Withheld      Broker Non-Votes  

John Brecker

      14,994,058         10,711,494         5,281,248   

Andrew Broad

      20,903,197         4,802,355         5,281,248   

Kenneth E. Cruse

      25,548,885         156,667         5,281,248   

John J. Dougherty

      19,747,453         5,958,099         5,281,248   

Martin L. Edelman

      14,566,188         11,139,364         5,281,248   

Jason T. Kalisman

      20,828,818         4,876,734         5,281,248   

Howard M. Lorber

      14,093,052         11,612,500         5,281,248   

Bradford B. Nugent

      20,949,003         4,756,549         5,281,248   

Michelle S. Russo

      20,903,211         4,802,341         5,281,248   

 

  2. Ratification of Appointment of Independent Registered Public Accounting Firm—The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows:

 

For

   Against   Abstained
30,924,395   56,519   5,886

 

  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   Broker Non-Votes
25,646,377   56,846   2,329   5,281,248

 

  4. Vote on Non-binding Stockholder Proposal Regarding Stockholders’ Ability to Call a Special Meeting—The stockholders did not approve the proposal presented by UNITE HERE urging the Company to take all steps necessary, in compliance with applicable law, to allow stockholders the right to call a special meeting with the consent of 25% or more of outstanding shares. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows:

 

For

   Against   Abstained   Broker Non-Votes
6,288,772   19,415,593   1,187   5,281,248

 

Item 8.01 Other Events.

Following the re-election of the Board at the 2015 Annual Meeting as set forth in Item 5.07 above, the Board elected Howard M. Lorber to serve as Chairman of the Board.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

 

Exhibit
Number

   

Description

99.1    Press Release dated May 19, 2015.

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 19, 2015 By:

/s/ Richard Szymanski

Richard Szymanski
Chief Financial Officer

EXHIBIT INDEX

 

Exhibit

Number

   

Description

99.1    Press Release dated May 19, 2015.


Exhibit 99.1

Contacts:

Investors

Richard Szymanski

Morgans Hotel Group Co.

212.277.4188

Media

Daniel Gagnier/

Nathaniel Garnick

Sard Verbinnen & Co

212.687.8080

MORGANS HOTEL GROUP ANNOUNCES LEADERSHIP CHANGES

Board Member Howard M. Lorber Appointed Chairman

Jason T. Kalisman Resigns as Interim CEO, Remains a Director

NEW YORK, NY – May 19, 2015 – Morgans Hotel Group Co. (NASDAQ: MHGC) (the “Company”), today announced that Jason T. Kalisman has resigned as Interim Chief Executive Officer of the Company to spend more time on personal matters, effective immediately, and he will remain a member of the Board. Howard M. Lorber, veteran real estate investor and member of Morgans Board, has been named Chairman. The Board intends to continue its CEO search and in the interim, Richard Szymanski, Chief Financial Officer, will temporarily assume the duties of the principal executive officer for securities law reporting purposes.

“On behalf of the entire Board, I want to thank Jason for his past contributions and for his continuation as a director of the Company,” commented Mr. Lorber. “Going forward, we will continue to build on our operational momentum and complete the strategic alternatives process in a timely manner.”

“After careful consideration and discussions with the Board, I have decided it is in the best interests of the Company to resign from my position as interim CEO to attend to personal obligations,” said Mr. Kalisman. “I am incredibly proud of what we achieved during my time as CEO at Morgans and did not want my obligations to inhibit the strategic review process or slow the strong momentum our team has worked so hard to build over the past two years. With the Annual Meeting and first quarter earnings behind us and other key developments underway – I am certain that now is the right time to make this transition in order for them to complete the process and determine the best path forward for the Company.”

About Morgans Hotel Group

Morgans Hotel Group Co. (NASDAQ: MHGC) is widely credited as the creator of the first “boutique” hotel and a continuing leader of the hotel industry’s boutique sector. Morgans Hotel Group operates Delano in South Beach, Mondrian in Los Angeles, South Beach and London, Hudson in New York, Morgans and Royalton in New York, Clift in San Francisco, Shore Club in South Beach and Sanderson and St Martins Lane in London. Morgans Hotel Group has ownership interests or owns several of these hotels. Morgans Hotel Group also has expanded its brand through Delano in Las Vegas, a licensed hotel, and 10 Karaköy in Istanbul, Turkey, a franchised hotel. Morgans Hotel Group has other hotels in various stages of development to be operated under management or franchise agreements, including a Mondrian property in Doha, Qatar. For more information please visit www.morganshotelgroup.com.

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