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) | ||||||