Download Morgans Hotel Group Co. - corporate

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)
Registrant’s 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 Company’s 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 Company’s 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. Lorber’s and Cruse’s 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:
Title:
Richard Szymanski
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 Company’s Board of
Directors, effective immediately, to fill the two vacancies on the Board. With the addition of Messrs. Lorber and Cruse, Morgans
Hotel Group’s Board will have nine directors, seven of whom are independent.
“We welcome Howard and Ken to Morgans Hotel Group’s 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 Nathan’s 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 Dean’s 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 industry’s 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.