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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Morgans Hotel Grp. Co. | NASDAQ:MHGC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.15 | 0.05 | 199,999.95 | 0 | 01:00:00 |
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): March 15, 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) |
Registrants 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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 15, 2015, the Board of Directors (Board) of Morgans Hotel Group Co. (the Company) appointed Howard M. Lorber and Kenneth E. Cruse as members of the Board, effective immediately, with terms expiring at the Companys 2015 annual meeting of stockholders (the Annual Meeting). The Board appointed Messrs. Cruse and Lorber to fill two vacancies on the Board. There are no arrangements or understandings pursuant to which Messrs. Lorber or Cruse were appointed. Messrs. Lorber and Cruse are not serving on any committees of the Board at this time.
Messrs. Lorber and Cruse will participate in the Companys Director Compensation Policy (the Compensation Policy). Under the Compensation Policy, non-employee directors receive an annual $100,000 equity retainer and chairpersons and members of standing committees of the Board receive additional cash payments. Accordingly, the Company will issue equity awards to Messrs. Lorber and Cruse on a pro rata basis for their service on the Board from the time of their appointments until the Annual Meeting.
A copy of the press release announcing Messrs. Lorbers and Cruses appointments to the Board is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit Number |
Description | |
99.1 | Press Release dated March 16, 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: March 16, 2015 | By: | /s/ Richard Szymanski | ||||
Name: | Richard Szymanski | |||||
Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Press Release dated March 16, 2015. |
Exhibit 99.1
Investors Richard Szymanski Morgans Hotel Group Co. 212.277.4188 |
Media Daniel Gagnier/ Nathaniel Garnick Sard Verbinnen & Co 212.687.8080 |
MORGANS HOTEL GROUP NAMES HOWARD LORBER AND KENNETH CRUSE TO BOARD OF DIRECTORS
NEW YORK March 16, 2015 Morgans Hotel Group Co. (NASDAQ: MHGC) (the Company) today announced that it has appointed veteran real estate investor, Howard M. Lorber, and hotel industry executive, Kenneth E. Cruse, to the Companys Board of Directors, effective immediately, to fill the two vacancies on the Board. With the addition of Messrs. Lorber and Cruse, Morgans Hotel Groups Board will have nine directors, seven of whom are independent.
We welcome Howard and Ken to Morgans Hotel Groups Board and look forward to leveraging their respective experience in real estate investing and the lodging industry, said Jason T. Kalisman, interim Chief Executive Officer. We are pleased to have the benefit of their insights and contributions as we continue to take meaningful steps to enhance stockholder value.
Howard M. Lorber is President and Chief Executive Officer and member of the Board of Vector Group Ltd. (NYSE: VGR) and Chairman of Douglas Elliman Realty, LLC, a majority-owned subsidiary of Vector Group, which operates the largest residential brokerage company in the New York City metropolitan area and the fourth-largest in the United States. Mr. Lorber has been with Vector Group and its diversified interests since 1994. Mr. Lorber is also Chairman of the Board of Directors of Nathans Famous, Inc., a chain of fast food restaurants, a director of United Capital Corp., a real estate investment and diversified manufacturing company, and Vice Chairman of the Board of Ladenburg Thalmann Financial Services. Mr. Lorber holds a Bachelor of Arts degree, a Master of Science degree in Taxation and an Honorary Doctorate from Long Island University, where he is also a trustee.
Kenneth E. Cruse served as the Chief Executive Officer of Sunstone Hotel Investors Inc. (NYSE: SHO) from August 2011 to January 2015 and as its President from December 17, 2010 to February 15, 2013. Mr. Cruse has over 20 years of experience in hotel investment, operations and finance. Mr. Cruse joined Sunstone in April 2005 as Senior Vice President of Asset Management and Corporate Transactions. In September 2006, he was named Senior Vice President of Corporate Finance and in January 2007, Mr. Cruse was named Chief Financial Officer. For the eight years prior to joining Sunstone, Mr. Cruse worked in a variety of roles for Host Marriott Corporation, the predecessor of Host Hotels and Resorts, Inc., most recently as Vice President of Corporate Finance. He is actively involved in various industry and professional organizations. He served as the Director of Sunstone Hotel Investors Inc. from August 2011 to January 2015. He is a member of The Real Estate Roundtable and previously served on the Chief Executive Officer Council for the American Hotel & Lodging Association. He is also a member of the Southern California Chapter of Young President Organization and the Deans Advisory Council for Colorado State University Warner College of Natural Resources. Mr. Cruse earned an MBA degree with distinction from Georgetown University and a BS in Tourism Management and Commercial Recreation from the Colorado State University.
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 industrys boutique sector. Morgans Hotel Group operates Delano in South Beach, Mondrian in Los Angeles, New York, 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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