SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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o Preliminary Proxy Statement | o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
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Interstate Hotels & Resorts, Inc.
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Christopher L. Bennett | |
Secretary |
1. To re-elect two members of our board of directors to serve for three-year terms expiring on the date of the Annual Meeting in 2008 and until his or her successor is duly elected and qualified; | |
2. To consider and vote upon ratification of the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2005; and | |
3. To transact such other business as may properly come before the Annual Meeting and any adjournment thereof. |
By Order of the Board of Directors | |
Christopher L. Bennett | |
Secretary |
1. The re-election of two members of our board of directors; | |
2. The ratification of the appointment of KPMG LLP as our independent auditors for 2005; and | |
3. Such other business as may properly come before the Annual Meeting. |
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• | Are present and vote in person at the Annual Meeting, or | |
• | Have completed and submitted a proxy card, or authorized a proxy over the telephone or Internet, prior to the Annual Meeting. |
• By mail: | Sign, date and mail the enclosed proxy card. | |
• By telephone: | Registered stockholders can call 1-800-690-6903. Beneficial Stockholders can call the 800 number printed on their voting instruction form. | |
• By Internet: | Both beneficial and registered stockholders can vote their shares via the Internet atwww.proxyvote.com. |
• | FOR the election of the nominated directors; | |
• | FOR the ratification of the appointment of KPMG LLP as the Company’s independent auditors. |
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Name, Principal Occupation | Served as a | |||||||||||
and Business Experience | Director Since | Age | Class | |||||||||
PAUL W. WHETSELL | 1998 | 54 | I | |||||||||
Mr. Whetsellis the Chairman of our board of directors and has served in this position since August 1998. Mr. Whetsell has also been Chairman of the board of directors and Chief Executive Officer of MeriStar Hospitality Corporation since August 1998. Mr. Whetsell was our Chief Executive Officer from 1998 until October 2003. Prior to August 1998, Mr. Whetsell had been Chairman of the board of directors of CapStar Hotel Company since 1996 and had served as President and Chief Executive Officer of CapStar Hotel Company since its founding in 1987. | ||||||||||||
THOMAS F. HEWITT | 2002 | 61 | I | |||||||||
Mr. Hewittjoined our board of directors in July 2002 and became our Chief Executive Officer in February 2005. Mr. Hewitt was Chairman and Chief Executive Officer of Interstate Hotels Corporation from March 1999 until July 2002. Mr. Hewitt previously was Chief Operating Officer of Carnival Resorts & Casinos, where he headed all hotel and resort operations. |
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Name, Principal Occupation | Served as a | |||||||||||
and Business Experience | Director Since | Age | Class | |||||||||
KARIM J. ALIBHAI | 2002 | 40 | II | |||||||||
Mr. Alibhaijoined our board of directors in July 2002. Mr. Alibhai is presently a Principal of the Gencom Group, a hotel development and ownership company, which he rejoined in June 1999. Mr. Alibhai served as President, Chief Operating Officer and a Director of Wyndham International, Inc. from October 1997 through May 1999. Prior to October 1997, Mr. Alibhai served as President and Chief Executive Officer of the Gencom Group. Mr. Alibhai also served on the board of directors of Interstate Hotels Corporation from October 2000 until its merger with us in July 2002. | ||||||||||||
JOSEPH J. FLANNERY | 2002 | 42 | II | |||||||||
Mr. Flanneryjoined our board of directors in July 2002. Mr. Flannery is a Managing Director of Lehman Brothers Inc., an internationally recognized investment bank. Prior to joining Lehman Brothers in 1989, Mr. Flannery held positions with Pannell Kerr Forster and Prudential Life Insurance Company. Mr. Flannery also served on the board of directors of Interstate Hotels Corporation from October 2000 until its merger with us in July 2002. | ||||||||||||
RAYMOND C. MIKULICH | 2002 | 52 | II | |||||||||
Mr. Mikulichjoined our board of directors in July 2002. Mr. Mikulich is currently a Managing Director of Lehman Brothers Inc. and co-head of Lehman Brothers Real Estate Partners, a $1.6 billion real estate merchant banking fund sponsored by Lehman Brothers. From 1989 to 1999, Mr Mikulich was responsible for global real estate investment banking activities at Lehman Brothers. Prior to joining Lehman Brothers, Mr. Mikulich was with LaSalle National Bank, Chicago and its parent, ABN/AMRO, for seven years. | ||||||||||||
MAHMOOD J. KHIMJI | 2002 | 43 | II | |||||||||
Mr. Khimjijoined our board of directors in July 2002. Mr. Khimji presently is a Principal of Highgate Holdings, Inc., a real estate investment company, and has held that position since 1988. He is a member of the Board of Visitors of the Faculty of Law for Columbia University and he previously served on the board of directors of MeriStar Hospitality Corporation. Mr. Khimji also served on the board of directors of Interstate Hotels Corporation from October 2000 until its merger with us in July 2002. | ||||||||||||
SHERWOOD M. WEISER | 2002 | 74 | II | |||||||||
Mr. Weiserjoined our board of directors in July 2002. Mr. Weiser is Chairman, President and Chief Executive Officer of Continental Hospitality Holdings, LLC, a hotel development company. Mr. Weiser served as Chairman, President and Chief Executive Officer of Carnival Resorts & Casinos, a casino development and management company, from March 1994 until April 2001. Mr. Weiser is a member of the board of directors of Mellon United National Bank, a subsidiary of Mellon Bank, Wyndham International, Inc. (AMEX), and WATSCO, Inc. (NYSE), and is a trustee of the University of Miami. Mr. Weiser also served on the board of directors of Interstate Hotels Corporation from October 2000 until its merger with us in July 2002. |
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Name, Principal Occupation | Served as a | |||||||||||
and Business Experience | Director Since | Age | Class | |||||||||
JOHN J. RUSSELL, JR. | 2002 | 58 | III | |||||||||
Mr. Russelljoined our board of directors in July 2002. Mr. Russell is Chief Executive Officer of Hospitality Artists, LLC, a hospitality consulting business, a partner of Yesawich, Pepperdine Brown & Russell, an international marketing firm, and the Chairman of the Board of the American Hotel & Lodging Educational Foundation. Prior to serving in these positions, Mr. Russell was Vice Chairman of the Travel Division of Cendant Corporation and President and Chief Executive Officer of Resort Condominiums International LLC, Global Operations. Before that, Mr. Russell served as Chairman and Chief Executive Officer of Cendant’s Hotel Division. From 1995 to 1996, Mr. Russell was Executive Vice President of Franchise Sales for the Century 21 Real Estate Corporation, and from 1992 to 1995, he served as President of Days Inns of America. Mr. Russell also serves as a member of the board of directors of the University of Delaware’s Hotel and Restaurant Program. He also previously served as President of the Hospitality, Sales and Marketing Association International. | ||||||||||||
LESLIE R. DOGGETT | 2001 | 48 | III | |||||||||
Ms. Doggettjoined our board of directors in October 2001. Ms. Doggett is the President and CEO of the Baltimore Area Convention and Visitors Association. From 2001 until 2003, Ms. Doggett was President and CEO of Doggett Rosemont Consulting, which specialized in business development services for hospitality and tourism-related interests. From April 1996 until 2001, Ms. Doggett was the Deputy Assistant Secretary of Tourism Industries at the United States Department of Commerce. From September 1993 to April 1996, Ms. Doggett was the Deputy Under Secretary of Commerce for the United States Travel and Tourism Administration. From 1990 to 1993, Ms. Doggett was the Director of Tourism for New York City’s Office of the Mayor. Before her tenure in public service, Ms. Doggett worked as a hotel sales executive for 10 years. Ms. Doggett also serves as a member of the board of directors of the International Association of Convention and Visitors Bureaus, and Goodwill Industries of the Chesapeake and is a trustee of the Walters Art Museum. | ||||||||||||
JAMES B. MCCURRY | 1998 | 56 | III | |||||||||
Mr. McCurryhas been a member of our board of directors since 1998. Mr. McCurry is President of the Printing Division of Kinko’s, a wholly-owned subsidiary of FedEx Corporation. From May 2001 until March 2003, Mr. McCurry was an independent management consultant. From May 2000 until May 2001, Mr. McCurry was chief executive officer of an e-commerce subsidiary of Fleming Companies, Inc. From July 1997 until May 2000, Mr. McCurry was a partner with Bain & Company, an international management consulting firm specializing in corporate strategy. |
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• | The appointment, compensation and oversight of our independent auditors; | |
• | Reviewing with the independent auditors the plans and results of the audit engagement; | |
• | Approving professional services provided by the independent auditors; | |
• | Reviewing the independence of the independent auditors; | |
• | Considering the range of audit and non-audit fees; | |
• | Reviewing the adequacy of our internal accounting controls; and | |
• | Reviewing our quarterly and annual financial statements, including controls over financial reporting. |
• | nominating all other members of our board of directors; | |
• | recommending membership for board committees; |
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• | reviewing board performance; and | |
• | recommending corporate governance guidelines to our board of directors and management. |
• | the candidate’s judgment; | |
• | the candidate’s skill; | |
• | diversity considerations; | |
• | the candidate’s experience with businesses and other organizations of comparable size; | |
• | the interplay of the candidate’s experience with the experience of other board members; and | |
• | the extent to which the candidate would be a desirable addition to the board and any committees of the board. |
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Names, Positions and | Served as an | |||||
Offices, and Business Experience | Officer Since | Age | ||||
J. WILLIAM RICHARDSON | 2004 | 57 | ||||
Mr. Richardsonbecame our Chief Financial Officer in February 2004. From 1988 to August 2002, Mr. Richardson was Vice Chairman and Chief Financial Officer of Interstate Hotels Corporation. Prior to 1988, Mr. Richardson was Vice President and partner of Stormont Company, a hotel management and development company in Atlanta, Georgia, and he spent nine years with Marriott Hotels. Since 2002, Mr. Richardson has served on a number of corporate and non-profit boards, including those of LendSource, Inc., Ameristar Casinos and the Leukemia and Lymphoma Society. |
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Names, Positions and | Served as an | |||||
Offices, and Business Experience | Officer Since | Age | ||||
KENNETH E. BARR | 2004 | 56 | ||||
Mr. Barrbecame our Chief Accounting Officer in January 2004. From 1998 to 2003, Mr. Barr was a partner in Ariva Ventures, an investment management and venture capital firm. From 1994 to 1998, Mr. Barr was the Chief Financial Officer of American General Hospitality, one of our predecessor companies. He is a former managing partner with Laventhol & Horwath, a national public accounting firm, and later served in a senior financial role with Richfield Hospitality, Inc. | ||||||
H. LEE CURTIS | 2003 | 40 | ||||
Mr. Curtisbecame the President of our BridgeStreet Corporate Housing Worldwide division in August 2003. Prior to that, Mr. Curtis was Senior Vice President of BridgeStreet Operations from November 2000 to August 2003. Prior to that, Mr. Curtis was Regional Manager for Globe Business Resources in Dallas, Texas from November 1999 to November 2000, and in Detroit, Michigan from June 1998 to November 1999. Mr. Curtis was Regional Director for Village Green in Farmington Hills, Michigan from November 1994 to June 1998 |
Long-Term Compensation | |||||||||||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||||||||||
Other Annual | Stock | Underlying | LTIP | All Other | |||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(6) | Compensation | Awards | Options | Payouts | Compensation | |||||||||||||||||||||||||
Steven D. Jorns(1) | 2004 | $ | 400,000 | $ | 300,000 | $ | — | $ | 317,502 | (1) | 100,000 | — | — | ||||||||||||||||||||
Former Chief Executive | 2003 | 294,423 | 45,500 | — | — | — | — | — | |||||||||||||||||||||||||
Officer | 2002 | 90,000 | — | — | — | 7,500 | — | — | |||||||||||||||||||||||||
Robert J. Morse(2) | 2004 | 465,600 | 134,680 | — | 46,561 | (2) | — | — | — | ||||||||||||||||||||||||
Former Chief Operating | 2003 | 451,200 | 225,600 | — | — | — | — | — | |||||||||||||||||||||||||
Officer | 2002 | 425,000 | 178,000 | — | — | 60,000 | — | — | |||||||||||||||||||||||||
William J. Richardson(3) | 2004 | 313,462 | 165,577 | 79,054 | (7) | 291,000 | (3) | 100,000 | — | — | |||||||||||||||||||||||
Chief Financial Officer | 2003 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
2002 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
H. Lee Curtis(4) | 2004 | 225,000 | 15,000 | — | 22,502 | (4) | — | — | — | ||||||||||||||||||||||||
President, BridgeStreet | 2003 | 193,270 | 30,700 | — | — | 20,000 | — | — | |||||||||||||||||||||||||
2002 | 155,559 | 41,500 | — | — | 1,000 | — | — | ||||||||||||||||||||||||||
Kenneth E. Barr(5) | 2004 | 220,673 | 87,846 | — | 108,800 | (5) | 50,000 | — | — | ||||||||||||||||||||||||
Chief Accounting Officer | 2003 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
2002 | — | — | — | — | — | — | — |
(1) | In February 2005, Mr. Jorns stepped down as our Chief Executive Officer and became the full-time managing director of our real estate investments. Mr. Jorns had served as our Chief Executive Officer since October 2003. In January 2004, Mr. Jorns was granted 57,477 shares of restricted stock under our employee incentive plan. The value of the shares on the grant dates were $5.35 and $5.55, per share, for an aggregate value of $317,502. These shares vest over three years in equal installments. No dividends have been paid on these shares. Mr. Jorns resigned from the company in March 2005. | |
(2) | Mr. Morse resigned as our Chief Operating Officer in February 2005. He had served as our Chief Operating Officer since November 2003. In January 2004, Mr. Morse was granted 8,703 shares of restricted stock under our employee incentive plan. The value of the shares on the grant date was $5.35 per share, for an aggregate value of $46,561. These shares vest over three years in equal installments. No dividends have been paid on these shares. At the date of his resignation, all unvested options were lost and Mr. Morse has one year to exercise his previously vested options. |
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(3) | Mr. Richardson became our Chief Financial Officer in February 2004. In April 2004, Mr. Richardson was granted 50,000 shares of restricted stock, under our employee incentive plan. The value of the shares on the grant date was $5.82 per share, for an aggregate value of $291,000. These shares vest over three years in equal installments. No dividends have been paid on these shares. | |
(4) | In January 2004, Mr. Curtis was granted 4,206 shares of restricted stock, under our employee incentive plan. The value of the shares on the grant date was $5.35 per share, for an aggregate value of $22,502. These shares vest over three years in equal installments. No dividends have been paid on these shares. | |
(5) | Mr. Barr became our Chief Accounting Officer in January 2004. In June 2004, Mr. Barr was granted 20,000 shares of restricted stock, under our employee incentive plan. The value of the shares on the grant date was $5.44 per share, for an aggregate value of $108,800. These shares vest over three years in equal installments. No dividends have been paid on these shares. | |
(6) | Bonus amounts represent payments made under each executive officer’s employment agreement, to the extent that the executive is a party to such an agreement. | |
(7) | Represents payments for life insurance premiums of $1,191 and moving expenses of $77,863. |
Number of | Potential Realizable Value at Assumed Annual Rates | |||||||||||||||||||||||
Securities | Percent of Total | of Stock Appreciation for Option Term | ||||||||||||||||||||||
Underlying | Options/SARs | |||||||||||||||||||||||
Options/SARS | Granted to | Exercise Price | ||||||||||||||||||||||
Name | Granted(1) | Employees in 2004 | $/share | Expiration Date | 5%($) | 10%($) | ||||||||||||||||||
Steven D. Jorns | 100,000 | 31.25 | % | $ | 5.40 | 1/2/2014 | $ | 339,603 | $ | 860,621 | ||||||||||||||
Robert J. Morse | — | — | — | — | — | — | ||||||||||||||||||
J. William Richardson | 100,000 | 31.25 | % | $ | 5.84 | 4/1/2014 | $ | 367,274 | $ | 930,746 | ||||||||||||||
H. Lee Curtis | — | — | — | — | — | — | ||||||||||||||||||
Kenneth E. Barr | 50,000 | 15.63 | % | $ | 5.44 | 6/9/2014 | $ | 171,059 | $ | 433,498 |
(1) | In accordance with the rules of the Securities and Exchange Commission, these amounts are the hypothetical gains or “option spreads” that would exist based on assumed rates of annual compounded stock price appreciation of 5% and 10% from the date the options were granted over the full option term. |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | in-the-Money Options | |||||||||||||||||||||||
Options at Fiscal Year-End | at Fiscal Year-End(1) | |||||||||||||||||||||||
Shares Acquired | Value | |||||||||||||||||||||||
Name | on Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Steven D. Jorns | — | — | 58,000 | 102,500 | $ | 10,550 | $ | 5,275 | ||||||||||||||||
Robert J. Morse | — | — | 80,000 | 20,000 | $ | 37,600 | $ | 137,500 | ||||||||||||||||
J. William Richardson | — | — | — | 100,000 | $ | — | $ | — | ||||||||||||||||
H. Lee Curtis | — | — | 14,167 | 13,333 | $ | 9,140 | $ | 4,800 | ||||||||||||||||
Kenneth E. Barr | — | — | — | 50,000 | $ | — | $ | — |
(1) | Value of Unexercised in-the-Money Options is based on a market price of $5.36, which was the closing price on December 31, 2004. |
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The Compensation Committee | |
Raymond C. Mikulich — Chair | |
James B. McCurry | |
John J. Russell, Jr. |
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2004 | 2003 | ||||||||
Audit Fees | $ | 865,885 | (1) | $ | 376,565 | ||||
Audit Related Fees | 88,262 | (2) | 70,600 | (2) | |||||
Tax Fees | 15,389 | (3) | 4,781 | (3) | |||||
All other fees | 157,707 | (4) | — | ||||||
Total Fees: | $ | 1,127,243 | $ | 451,946 | |||||
(1) | Audit fees including audit of internal controls over financial reporting (Sarbanes-Oxley Compliance). |
(2) | Audit-related fees include audits of employee benefit plans. |
(3) | Tax consultation fees. |
(4) | Other fees include $101,355 for costs related to a contemplated merger transaction and $56,352 for a servicing organization readiness review. |
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The Audit Committee | |
James B. McCurry — Chair | |
John J. Russell, Jr. | |
Leslie R. Doggett |
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Shares | ||||||||
Beneficially Owned | ||||||||
Name & Address of Beneficial Owner | Number | Percentage | ||||||
Holders of 5% or more of our Common Stock: | ||||||||
Wellington Management Company, LLP (1) | 2,076,000 | 6.8 | % | |||||
High Rise Capital Advisors, L.L.C. (2) | 2,000,676 | 6.5 | % | |||||
AW Asset Management, L.L.C./Arthur Wruble (3) | 1,577,610 | 5.1 | % | |||||
Lehman Brothers Holdings Inc. (4) | 3,864,787 | 12.6 | % | |||||
Executive Officers and Directors: | ||||||||
Karim J. Alibhai (5)(12) | 899,657 | 2.9 | % | |||||
Kenneth E. Barr (6) | 20,060 | * | ||||||
H. Lee Curtis (7) | 3,527 | * | ||||||
Leslie R. Doggett (8) | 11,501 | * | ||||||
Joseph J. Flannery (9)(12) | 3,874,788 | 12.6 | % | |||||
Thomas F. Hewitt (10) | 158,259 | * | ||||||
Steven D. Jorns (11) | 365,908 | 1.2 | % | |||||
Mahmood J. Khimji (12) | 10,001 | * | ||||||
James B. McCurry (13) | 14,501 | * | ||||||
Raymond C. Mikulich (9)(12) | 3,874,788 | 12.6 | % | |||||
Robert J. Morse (14) | 85,087 | * | ||||||
J. William Richardson(15) | 149,913 | * | ||||||
John J. Russell, Jr. (12) | 10,001 | * | ||||||
Sherwood M. Weiser (12)(16) | 516,016 | 1.7 | % | |||||
Paul W. Whetsell (17) | 653,645 | 2.1 | % | |||||
Executive officers and directors as a group (14 persons) | 6,749,472 | 21.4 | % |
* | Represents less than 1% of the class. |
(1) | Beneficial ownership information is based on the Schedule 13G/A filed by Wellington Management Company, LLP (located at 75 State Street, Boston, Massachusetts 02109), filed on December 31, 2004. |
(2) | Beneficial ownership information is based on the Schedule 13G/A filed by High Rise Capital Management, LP (located at 535 Madison Avenue, 26th Floor, New York, NY 10022), filed on December 31, 2004. |
(3) | Beneficial ownership information is based on the Schedule 13G filed by AW Asset Management, L.L.C (located at 535 Madison Avenue, 26th Floor, New York, NY 10022), filed on December 31, 2004. |
(4) | Beneficial ownership information is based on the Schedule 13D/A filed on October 7, 2004. The following entities beneficially own shares covered by this Schedule 13D/A filing: (i) LB Interstate GP, LLC; (ii) LB Interstate LP, LLC; (iii) PAMI, LLC; (iv) Property Asset Management, Inc.; (v) Lehman ALI, Inc.; (vi) Lehman Brothers Holdings Inc..; (vii) DEL-IHC, LLC; (viii) Donald E. Lefton; (ix) SMW-IHC, LLC; (x) Sherwood M. Weiser; (xi) KFP Interstate Associates, LLC; (xii) KFP Interstate, LLC; (xiii) Grosvenor, LC; (xiv) Quadrangle Trust Company (BVI) Limited, as Trustee of the Newlyn Trust; (xv) KFP Holdings, Ltd.; (xvi) Karim Alibhai; (xvii) KFP/LB IHR II, LP; (xviii) KFP/LB IHR GP, LLC; (xix) KA/LB IHR II, LP; (xx) KA/LB IHR GP, LLC; (xxi) CG Ventures/LB IHR II, LP; (xxii) CG Ventures/LB IHR GP, LLC; |
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(xxiii) Haider Alibhai Ukani; (xxiv) SMW/LB IHR II, LP; (xxv) SMW/LB IHR GP, LLC; (xxvi) DEL/LB IHR II, LP; (xxvii) DEL/LB IHR GP, Inc.; (xxviii) PS/LB IHR II, LP; (xxix) PS/LB IHR GP, Inc.; and (xxx) Peter Sibley. | ||
(5) | Beneficial ownership of 889,656 shares is based on the Schedule 13D/A filed on October 7, 2004. See Note (4) above. | |
(6) | Includes 20,000 unvested restricted shares. | |
(7) | Includes 3,527 unvested restricted shares. | |
(8) | Beneficial ownership includes 11,501 options that have vested. | |
(9) | Beneficial ownership of 3,864,787 shares is based on the Schedule 13D/A filed on October 7, 2004. See Note (4) above. |
(10) | Beneficial ownership of 158,259 shares is based on the Form 4 filed by Mr. Hewitt on September 30, 2003. |
(11) | Beneficial ownership of 307,908 shares is based on the Form 4 filed by Mr. Jorns on January 28, 2005, which includes 38,317 unvested restricted shares. Also included are 58,000 options that have vested. |
(12) | Beneficial ownership includes 10,001 options that have vested. |
(13) | Beneficial ownership includes 14,501 options that have vested. |
(14) | Beneficial ownership information is based on the Form 4 filed by Robert Morse on January 5, 2005. Also included are 80,000 vested options. |
(15) | Includes 83,333 unvested restricted shares and 33,333 options that have vested. |
(16) | Beneficial ownership of 506,015 shares is based on the Schedule 13D/A filed on October 7, 2004. See Note (4) above. |
(17) | Beneficial ownership information is based on the Form 4 filed by Mr. Whetsell on April 5, 2005. Also included are 275,000 options that have vested. |
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Christopher L. Bennett | |
Secretary |
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INTERSTATE HOTELS & RESORTS, INC.
4501 NORTH FAIRFAX DRIVE
SUITE 800
ARLINGTON, VA 22203
IMPORTANT NOTICE REGARDING DELIVERY
OF SECURITY HOLDER DOCUMENTS (HH)
AUTO DATA PROCESSING
INVESTOR COMM SERVICES
ATTENTION:
TEST PRINT
51 MERCEDES WAY
EDGEWOOD, NY
11717
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INTERSTATE HOTELS & RESORTS, INC.
The Board of Directors recommends votes “FOR ALL NOMINEES” and “FOR” the ratification of the appointment of KPMG LLP as independent auditors for the Company for the fiscal year ending December 31, 2005, all as more fully set forth in the accompanying Proxy Statement.
Vote on Directors | ||
1 | Re-election as directors of the Company (01) Paul W. Whetsell and (02) Thomas F. Hewitt to serve three-year terms expiring at the Annual Meeting in 2008 and until their successors are duly elected and qualified. |
For | Against | Abstain | ||||||
Vote on Proposal | ||||||||
2 | Ratification of the appointment of KPMG LLP as independent auditors for the Company for the fiscal year ending December 31, 2005. | o | o | o |
Please sign exactly as name appears hereon. Joint owners should each sign. Executors, administrators, trustees, guardians or other fiduciaries should give full title as such. If signing for a corporation or other entity, please sign in full entity name by a duly authorized officer.
For address changes and/or comments, please check this box and write them on the back where indicated o
Yes | No | |||
Please indicate if you plan to attend this meeting | o | o | ||
HOUSEHOLDING ELECTION — Please indicate if you consent to receive certain future investor communications in a single package per household | o | o |
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o | o | o | ____________________________ |
Signature [PLEASE SIGN WITHIN BOX] | Date | P16254 | Signature (Joint Owners) | Date |
PROXY
INTERSTATE HOTELS & RESORTS, INC.
4501 N. FAIRFAX DRIVE
ARLINGTON, VIRGINIA 22203
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Interstate Hotels & Resorts, Inc., a Delaware corporation (the “Company”), hereby appoints Thomas F. Hewitt and Christopher L. Bennett, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Company to be held at the Company’s corporate offices, 4501 N. Fairfax Drive, Arlington, Virginia 22203, on June 1, 2005, at 9:00 a.m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers as if physically present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and of the accompanying Proxy Statement and revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed below.If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast for each of the proposals as described in the Proxy Statement and in the discretion of the Proxyholder on any other matter that may properly come before the meeting or any adjournment or postponement thereof.The Board of Directors has no reason to believe that any nominee will be unable to serve if re-elected. In the event any nominee is unable to serve or for good cause will not serve, the proxies may vote for the election of a substitute nominee designated by the Boiard of Directors.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Address Changes/Comments: ______________________________________________________________________
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) | ||||
SEE REVERSE | SEE REVERSE | |||
SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SIDE |