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 4, 2011

 

 

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-32319   20-1296886

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

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:

 

¨ 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 4, 2011, the Sunstone Hotel Investors, Inc. (“Sunstone” or “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

Robert A. Alter

  102,103,022   3,576,287   0   2,830,828

Lewis N. Wolff

  100,393,659   5,285,650   0   2,830,828

Z. Jamie Behar

  105,246,185   433,124   0   2,830,828

Thomas A. Lewis, Jr.

  104,222,147   1,457,162   0   2,830,828

Keith M. Locker

  105,279,327   399,982   0   2,830,828

Keith P. Russell

  101,459,789   4,219,520   0   2,830,828

 

  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, 2011:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

108,286,343

  182,900   40,894   0

 

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

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

80,553,021

  25,104,044   22,244   2,830,828

 

  4) Advisory vote on the frequency of holding an advisory vote on the compensation of Sunstone’s named executive officers:

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

88,671,280

  51,276   16,937,338   14,962   2,835,281


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 9, 2011     By:  

/s/ John V. Arabia

     

John V. Arabia

(Principal Financial Officer and Duly Authorized Officer)