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): November 6, 2014
 
Strategic Hotels & Resorts, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
(State or other jurisdiction
of incorporation)
 
001-32223
(Commission File Number)
 
33-1082757
 (IRS Employer Identification No.)
 
200 West Madison Street, Suite 1700
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (312) 658-5000
 
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 (see General Instruction A.2.):
 
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.
On November 6, 2014, Strategic Hotels & Resorts, Inc. (the “Company”) entered into an Investment Election for Vested and Deferred Awards (the “Investment Election”) under the Company’s Second Amended and Restated 2004 Incentive Plan (the “Plan”) with Richard Moreau, the Company’s Executive Vice President & Chief Operating Officer. Pursuant to the Investment Election, Mr. Moreau has the one-time opportunity to convert up to 222,650 restricted stock units (the “Designated Awards”), with respect to which he previously made deferral elections (the “Deferral Elections”), into a cash-based liability account (the “Cash Account”) in an amount based on the fair market value, on the date of the conversion, of the shares of the Company’s common stock underlying the converted awards. Mr. Moreau may make this conversion only during an open window period for insider trading in the Company’s common stock, based on that day’s closing price. Such conversion occurred on November 6, 2014.
After the conversion of his Designated Awards into the Cash Account, Mr. Moreau will be able to self-direct its investments through a trading platform that generally mirrors the choices available under the Corporation’s 401(k) plan, which will allow Mr. Moreau to diversify his investment portfolio. The benefits of the Cash Account will be funded through a “rabbi trust” and that account will remain subject to Mr. Moreau’s Deferral Elections, including his election to receive the value of his Plan benefits in a lump sum distribution that is paid in accordance with the Plan six months after termination of his employment with the Company. Similar to other deferred compensation programs, the trust will hold assets in the Company’s name, for future distribution to Mr. Moreau based on his Deferral Elections.
The foregoing description of the Investment Election is qualified in its entirety by reference to the full text of the Investment Election, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
The Exhibit Index appearing after the signature page below is incorporated herein by reference.






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.
Date: November 6, 2014

STRATEGIC HOTELS & RESORTS, INC.
 
 
 
 
 
By:
/s/ Paula C. Maggio
 
Name:
Paula C. Maggio
 
Title:
Executive Vice President, General Counsel & Secretary
 






EXHIBIT INDEX

Exhibit Number
 
Description
10.1
 
Investment Election for Vested and Deferred Awards for Richard J. Moreau under the Strategic Hotels & Resorts, Inc. Second Amended and Restated 2004 Incentive Plan, dated November 6, 2014








STRATEGIC HOTELS & RESORTS, INC.
SECOND AMENDED AND RESTATED 2004 INCENTIVE PLAN

RICHARD J. MOREAU
Election for Vested and Deferred Awards
______________________________

WHEREAS, THIS ELECTION (the “Election”) is made this 6th day of November, 2014, by Richard J. Moreau, as the undersigned participant in the above-referenced plan (the “Plan”) that is sponsored by Strategic Hotels & Resorts, Inc. (the “Corporation”). Terms below that begin with initial capital letters have the special meanings set forth in this Election.
WHEREAS, Section 5.4 of the Plan authorizes the Compensation Committee to permit select participants to elect to defer the receipt of shares of the Corporation’s common stock (the “Shares”) from the date of vesting of a Plan award until a specified future date or dates when unrestricted Shares will be delivered; and
WHEREAS, I have received the following awards (the “Designated Awards”) pursuant to the Plan; and I have previously made deferral elections (“Deferral Elections”) pursuant to which I elected to receive such Designated Awards on such date that is six (6) months post-termination of employment pursuant to Section 5.4 of the Plan:
Type of Award
Date of Award Agreement
Number of Shares subject to this Election*
RSU
06/24/2004
21,429
RSU
10/14/2004
357
RSU
01/01/2005
12,122
RSU
02/06/2006
17,074
RSU
02/06/2006
9,756
RSU
03/06/2007
12,995
RSU
03/06/2008
36,273
RSU
03/20/2009
81,250
RSU
02/21/2012
21,812
RSU
02/26/2013
9,582
TOTAL NUMBER OF SURRENDERED RSU SHARES SUBJECT TO THIS ELECTION:
222,650

* Note that this Election is only available and only applies to those Shares as to which your rights have previously vested pursuant to the Designated Award.

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WHEREAS, I now desire to convert the number of Shares included in the Designated Awards and as shown above (the “Surrendered RSU Shares”) into a cash-based account that has a future investment return determined by my elections; and
WHEREAS, I recognize and agree that the terms and conditions below do not affect the time of payment for the Designated Awards, and that my Deferral Elections referenced above shall remain in full force and effect for the purposes of determining when my Designated Awards are paid in cash to me.
NOW, THEREFORE, I hereby elect as follows, and the Corporation agrees to be bound by the terms of my elections herein effective immediately:
1.    Conversion of Designated Awards to Liability Accounts. Pursuant to this Election, I direct the Corporation to convert the total number of Surrendered RSU Shares designated in the table above into a cash-based liability account as of the first day (the “Conversion Date”) of the next window period during which I could, in accordance with the Corporation’s insider trading policy, sell Shares that I own in my personal capacity. Accordingly, and effective on the Conversion Date, I recognize and agree that I will forfeit all rights to the Surrendered RSU Shares, and in consideration thereof the Corporation shall promptly –
(a)
credit a deferred compensation (liability) account that is payable to me in accordance with my Deferral Elections (my “Cash Account”) with an amount equal to the fair market value of the Surrendered RSU Shares on the Conversion Date, and
(b)
credit my Cash Account with earnings and losses determined by my investment elections made pursuant to the Investment Return Election Form.. I recognize and agree that the Corporation shall have sole and complete discretion to determine the investment return on my Cash Account in accordance with the terms and conditions of the program and my elections thereunder, and I shall accept such Corporation’s determinations as final and binding unless they are arbitrary and capricious. I acknowledge that the Cash Account shall be created and funded promptly upon the Conversion Date and that the earnings and losses determined by my investment elections, described above, shall begin on such date as (i) the Cash Account has been funded by the Corporation and (ii) the Cash Account has been invested in accordance with my Investment Return Election Form.
2.    Source of Benefits. I recognize and agree, on behalf of myself, and my beneficiaries, heirs, successors, and assigns, that –
(a)
neither this Election nor the associated investment program provide me with any legal or equitable rights, interests or claims in any property or assets of the Corporation or any of its affiliates;
(b)
the payment of benefits due from my Cash Account shall be, and remain, payable only from the general, unpledged unrestricted assets of the Corporation; and

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(c)
my rights under this Election, the Investment Return Election Form and the associated investment program are merely those of unsecured creditor and represent only an unfunded and unsecured promise by the Corporation to pay money to me in the future.
3.    Taxes. By signing this Election, I acknowledge that I am be solely responsible for the satisfaction of any taxes that may arise from the Designated Awards and my recognition of income from them and my Cash Account (including taxes arising under Sections 409A or 4999 of the Code), and that neither the Corporation nor any of its officers, directors, employees, or other service providers shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold me harmless from any or all of such taxes. The Corporation shall nevertheless have the discretion (i) to condition any issuance of Shares or payment of cash to me on my satisfaction of applicable employment and withholding taxes; and (ii) to unilaterally interpret this Election in any manner that (a) conforms with the requirements of Section 409A of the Code, (b) modifies or voids any election of mine to the extent it would violate Section 409A of the Code, and (c) for any distribution election that would violate Section 409A of the Code, defers distributions pursuant hereto until the earliest to occur of a distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is duly elected by me.
4.    Effect of This Election. I recognize and agree that, except as specifically set forth above, nothing in this Election affects my Designated Awards and Deferral Elections, and that they shall otherwise remain in full force and effect.
REMAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURE PAGE FOLLOWS.


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IN WITNESS WHEREOF, I have made this Election, and the Corporation has accepted it below, in all events effective on the day and year first above-written.

PARTICIPANT
Date: November 3, 2014
My Signature:     /s/ Richard J. Moreau

My Printed Name: Richard J. Moreau


AGREED TO AND ACCEPTED this 6th day of November, 2014:

STRATEGIC HOTELS & RESORTS, INC.
/s/ Paula C. Maggio
By: Paula C. Maggio
Its: Executive Vice President, General Counsel & Secretary


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