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 1, 2014

 


 

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Maryland

 

001-32319

 

20-1296886

(State or Other Jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

Incorporation or Organization)

 

 

 

Identification Number)

 

120 Vantis, Suite 350

 

 

Aliso Viejo, California

 

92656

(Address of Principal Executive Offices)

 

(Zip Code)

 

(949) 330-4000

(Registrant’s telephone number including area code)

 

N/A

(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))

 

 

 



 

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

 

At the 2014 annual meeting of stockholders (the “2014 Annual Meeting”) of Sunstone Hotel Investors, Inc. (the “Company”) held on May 1, 2014, the Company’s stockholders, upon recommendation of the board of directors of the Company (the “Board”), approved the Company’s Amended and Restated 2004 Long-Term Incentive Plan (the “Amended and Restated LTIP”). Pursuant to the terms of the Amended and Restated LTIP, (i) the termination date of the plan was extended to December 31, 2024, and (ii) the number of authorized shares of the Company’s common stock available for issuance under the plan was increased from 6,050,000 shares to 12,050,000 shares. Under the terms of the Amended and Restated LTIP, the Company may make grants of incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended), nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards such as performance shares to its directors, officers, employees, consultants or advisors, except that incentive stock options may only be granted to employees of the Company and certain of its parent and subsidiary entities. The Amended and Restated LTIP is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2014. The Amended and Restated LTIP is also attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amended and Restated LTIP is qualified in its entirety by reference to the full text of the Amended and Restated LTIP.

 

Item 5.07                   Submission of Matters to a Vote of Security Holders

 

On May 1, 2014, the Company held its Annual Meeting of Stockholders. The matters on which the stockholders voted, in person or by proxy, and the results of such voting, were as follows:

 

1)             Nomination and election of directors to serve until the next annual meeting and until their successors are elected and qualified:

 

Nominee

 

Votes For

 

Votes Withheld

 

Abstentions

 

Broker Non-Votes

John V. Arabia

 

169,135,794

 

159,246

 

0

 

3,924,697

Andrew Batinovich

 

169,135,450

 

159,590

 

0

 

3,924,697

Z. Jamie Behar

 

168,872,048

 

422,992

 

0

 

3,924,697

Kenneth E. Cruse

 

169,133,321

 

161,719

 

0

 

3,924,697

Thomas A. Lewis, Jr.

 

169,096,598

 

198,442

 

0

 

3,924,697

Keith M. Locker

 

169,135,977

 

159,063

 

0

 

3,924,697

Douglas M. Pasquale

 

148,981,243

 

20,313,797

 

0

 

3,924,697

Keith P. Russell

 

168,866,964

 

428,076

 

0

 

3,924,697

Lewis N. Wolff

 

168,815,952

 

479,088

 

0

 

3,924,697

 

2)             Ratification of the appointment of Ernst & Young LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

172,553,771

 

626,428

 

39,538

 

0

 

 

3)             Advisory vote on the compensation of Sunstone’s named executive officers.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

167,231,312

 

1,683,972

 

397,756

 

3,924,697

 

 

4)             Approval of the Amended and Restated LTIP.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

154,932,941

 

14,321,349

 

40,750

 

3,924,697

 

 

Item 9.01.                Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

10.1

 

Sunstone Hotel Investors, Inc. Amended and Restated 2004 Long-Term Incentive Plan

 

2



 

SIGNATURE

 

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 thereunto duly authorized.

 

 

Sunstone Hotel Investors, Inc.

 

 

Date: May 1, 2014

By:

/s/ Bryan A. Giglia

 

 

Bryan A. Giglia
(Principal Financial Officer and Duly Authorized Officer)

 

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