SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Interstate Hotels & Resorts, Inc.
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TO BE HELD ON MAY 21, 2008
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FOR
ANNUAL MEETING OF STOCKHOLDERS
INTERSTATE HOTELS & RESORTS, INC.
TO BE HELD ON
MAY 21, 2008
1. | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2008 fiscal year; |
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• | Are physically present to vote 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: | Registered holders may sign, date and mail the enclosed proxy card. If you are a beneficial stockholder holding your shares through a bank or broker, you must obtain a proxy, executed in your favor, from the bank or broker to be able to vote at the Annual Meeting. | |
• By telephone: | Registered stockholders can call1-800-690-6903. 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. |
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• | FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm; and | |
• | FOR the election of all the nominated directors. |
ELECTION OF DIRECTORS
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Name, Principal Occupation | Served as a | |||||||||||
and Business Experience | Director Since | Age | Class | |||||||||
H. ERIC BOLTON | 2007 | 51 | II | |||||||||
Mr. Boltonjoined our board of directors on May 3, 2007, following his appointment by the board. Mr. Bolton will be considered for election at this Annual Meeting as a Class II director. Mr. Bolton is the Chairman of the Board of Directors, President and Chief Executive Officer ofMid-America Apartment Communities, Inc., a publicly traded real estate investment trust. Mr. Bolton joinedMid-America in 1994 and was named its President in December 1996. Mr. Bolton assumed the position of Chief Executive Officer ofMid-America in October 2001 and became its Chairman of the Board in September 2002. Prior to joiningMid-America, Mr. Bolton was associated with Trammell Crow Company, a large diversified real estate management company, as Executive Vice President and Chief Financial Officer of Trammell Crow Asset Management. Prior to Trammell, Mr. Bolton held Chief Financial Officer positions with First Gibralter Savings and Loan. |
Name, Principal Occupation | Served as a | |||||||||||
and Business Experience | Director Since | Age | Class | |||||||||
JAMES F. DANNHAUSER | 2006 | 55 | I | |||||||||
Mr. Dannhauserjoined our board of directors in May 2006. Mr. Dannhauser was the Chief Financial Officer of Six Flags (NYSE: PKS), an owner and operator of theme and water parks, from October 1995 to April 2006. He was also a member of the board of directors of Six Flags from December 1992 to December 2005. From 1990 through June 1996, Mr. Dannhauser was a managing director of Lepercq, de Neuflize & Co. Incorporated, an investment banking firm. Mr. Dannhauser is a member of the board of directors of Lepercq. Mr. Dannhauser was a director of MeriStar Hospitality Corporation, which owned 45 hotels managed by the Company, until May 2006 when it was acquired by an affiliate of the Blackstone Group. Mr. Dannhauser was a Senior Advisor with Providence Equity from October 2006 to January 2008. |
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Name, Principal Occupation | Served as a | |||||||||||
and Business Experience | Director Since | Age | Class | |||||||||
THOMAS F. HEWITT | 2002 | 64 | 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 when it merged with us. Mr. Hewitt previously was Chief Operating Officer of Carnival Resorts & Casinos, where he headed all hotel and resort operations. | ||||||||||||
PAUL W. WHETSELL | 1998 | 57 | I | |||||||||
Mr. Whetsellis the Chairman of our board of directors and has served in this position since August 1998. Since June 2006, Mr. Whetsell has been Chief Executive Officer of CapStar Hotel Company, a company formed in 2006 to own hospitality real estate. Mr. Whetsell served as Chairman of the board of directors and Chief Executive Officer of MeriStar Hospitality Corporation from August 1998 until it was acquired by an affiliate of the Blackstone Group in May 2006. 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 (a predecessor of our Company and Meristar and not affiliated with the CapStar entity formed in 2006) since 1996 and had served as President and Chief Executive Officer of CapStar Hotel Company since its founding in 1987. Mr. Whetsell is also a director of NVR, Inc. |
Name, Principal Occupation | Served as a | |||||||||||
and Business Experience | Director Since | Age | Class | |||||||||
RONALD W. ALLEN | 2006 | 66 | II | |||||||||
Mr. Allenjoined our board of directors in August 2006. Mr. Allen is an advisory director of Delta Air Lines, Inc., a major U.S. air transportation company, and has held this position since July 1997. Mr. Allen retired as Delta’s Chairman of the Board, President and Chief Executive Officer in July 1997, and had been its Chairman of the Board and Chief Executive Officer since 1987. He is a director of TheCoca-Cola Company, Aaron Rents, Inc. and Air Castle Limited. | ||||||||||||
LESLIE R. DOGGETT | 2001 | 51 | III | |||||||||
Ms. Doggettjoined our board of directors in October 2001. Since 2001, Ms. Doggett has been President and CEO of Doggett Rosemont Consulting, which specializes in business development services for hospitality and tourism-related interests. Ms. Doggett was the President and CEO of the Baltimore Area Convention and Visitor Association from 2003 to 2006. 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 ten years. |
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Name, Principal Occupation | Served as a | |||||||||||
and Business Experience | Director Since | Age | Class | |||||||||
JAMES B. MCCURRY | 1998 | 59 | III | |||||||||
Mr. McCurryhas been a member of our board of directors since 1998. Mr. McCurry has been President and Chief Executive Officer of PRG-Schultz International, Inc., a leading provider of recovery audit services, since July 2005. Prior to joining PRG, Mr. McCurry was 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 ane-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. | ||||||||||||
JOHN J. RUSSELL, JR. | 2002 | 61 | III | |||||||||
Mr. Russelljoined our board of directors in July 2002. Mr. Russell is Chief Executive Officer of NYLO Hotels, a loft accommodations hospitality company. Before he joined NYLO Hotels in 2005, Mr. Russell was 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. Mr. Russell also previously served as President of Hospitality, Sales and Marketing Association International. |
• | The appointment, compensation and oversight of our independent registered public accounting firm; | |
• | Reviewing with the independent registered public accounting firm the plans and results of the audit engagement; | |
• | Approving professional services provided by the independent registered public accounting firm; | |
• | Reviewing the independence of the independent registered public accounting firm; | |
• | 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 internal controls over financial reporting. |
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• | nominating all other members of our board of directors; | |
• | recommending membership for board committees; | |
• | reviewing board performance; and | |
• | recommending corporate governance guidelines to our board of directors and management. |
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• | 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 | ||||||
CHRISTOPHER L. BENNETT | 1998 | 38 | ||||||
Mr. Bennettis our Executive Vice President, General Counsel and Secretary. Prior to becoming Executive Vice President in May 2006, Mr. Bennett had been Senior Vice President, General Counsel and Secretary of the Company since 2001. Mr. Bennett has overseen the legal department of Interstate and its predecessors since 1998 and the human resources department since 2004. Mr. Bennett was also Senior Vice President and General Counsel of MeriStar Hospitality Corporation and oversaw its legal department from 1998 until January 2003. Prior to 1998, Mr. Bennett was an associate with the law firms Donovan Leisure Newton & Irvine and Thacher Proffitt & Wood in New York. | ||||||||
SAMUEL E. KNIGHTON | 2002 | 54 | ||||||
Mr. Knightonis our President of Hotel Operations. He is responsible for overseeing the day-to-day operations of our hotels in the United States, Canada and Mexico. Mr. Knighton previously was Executive Vice President of the Company’s joint venture portfolio. Prior to that, Mr. Knighton was Executive Vice President of Operations for our Crossroads division, which encompassed approximately 110 hotels in the select-service, extended-stay, and mid-market segments. Prior to joining Interstate Hotels Corporation, a predecessor company, in 1990, Mr. Knighton was Vice President of Operations for Radisson Hotels. Mr. Knighton has also worked for Hyatt Hotels Corporation. | ||||||||
DENIS S. MCCARTHY | 2004 | 39 | ||||||
Mr. McCarthywas promoted to Chief Accounting Officer from Senior Vice President and Corporate Controller effective April 16, 2007. Mr. McCarthy joined our company in November 2004 from Host Hotels Corporation, formerly Host Marriott, where he served in numerous positions culminating in director of financial reporting. Prior to joining Host, Mr. McCarthy, a CPA, was an auditor for the public accounting firm of PricewaterhouseCoopers, LLC, formerly Coopers & Lybrand. | ||||||||
LESLIE NG | 2005 | 49 | ||||||
Mr. Ngis our Chief Investment Officer. Mr. Ng is responsible for all acquisition activity and investments, as well as managing joint venture relationships and identifying new management opportunities. Prior to joining Interstate in September 2005, Mr. Ng was Senior Managing Director for the national hospitality group at Cushman & Wakefield. Previously, Mr. Ng was Senior Vice President of Mergers and Acquisitions for Wyndham International and its predecessor, Patriot American Hospitality. Mr. Ng joined Wyndham/Patriot through his previous position as Senior Vice President of Development for Carnival Hotels. Earlier in his career, Mr. Ng served as a vice president for Tobishima Associates Ltd., a multinational real estate investment and development subsidiary of a Tokyo Stock Exchange-listed company, where he was responsible for acquisitions and asset management. | ||||||||
BRUCE A. RIGGINS | 2006 | 36 | ||||||
Mr. Rigginsbecame our Chief Financial Officer on April 17, 2006. From July 2005 to March 2006, Mr. Riggins was the Chief Financial Officer of Innkeepers USA Trust in Palm Beach, Florida. Prior to that, Mr. Riggins was employed as our Treasurer from September 2004 to July 2005, at MeriStar Hospitality Corporation as Vice President, Strategic Planning and Analysis from January 2003 to September 2004, as our Senior Director of Finance from January 2002 to December 2002 and as our Director of Finance from October 1998 to December 2001. Mr. Riggins began his career with Deloitte and Touche LLP. |
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Compensation Element | Compensation Objectives Attempted to be Achieved | |
Base Salary | • Attract and retain qualified executives | |
Bonus Compensation | • Motivate performance to achieve specific company strategies and operating objectives | |
• Attract and retain qualified executives | ||
Perquisites (primarily life insurance) | • Attract and retain qualified executives | |
Equity-Based Compensation (currently restricted stock and stock options) | • Align long-term interests of our Named Officers with those of our stockholders | |
• Motivate performance to achieve specific company strategies and operating objectives | ||
• Attract and retain qualified executives | ||
Retirement Benefits (401(k) and non-qualified deferred compensation plan) | • Attract and retain qualified executives | |
Severance and Other Benefits Upon Termination of Employment | • Attract and retain qualified executives |
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Change in | ||||||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||||||
Nonqualified | ||||||||||||||||||||||||||||||||
Non-Equity | Deferred | |||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||||
Salary | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||
Thomas F. Hewitt, | 2007 | 496,154 | 376,995 | — | 670,833 | (1) | — | 63,456 | (1) | 1,607,438 | ||||||||||||||||||||||
Chief Executive Officer | 2006 | 400,000 | 253,625 | 5,612 | 500,000 | (1) | — | 104,194 | (1) | 1,263,431 | ||||||||||||||||||||||
Bruce A. Riggins, | 2007 | 332,125 | 132,689 | — | 378,623 | (2) | — | 14,512 | (2) | 857,949 | ||||||||||||||||||||||
Chief Financial Officer | 2006 | 225,000 | 188,070 | — | 357,500 | (2) | 452 | (2) | 180,190 | (2) | 951,212 | |||||||||||||||||||||
Leslie Ng, | 2007 | 295,495 | 103,455 | 59,559 | 244,670 | (3) | — | 389,084 | (3) | 1,092,263 | ||||||||||||||||||||||
Chief Investment Officer | 2006 | 288,037 | 134,074 | 38,072 | 230,430 | (3) | — | 170,002 | (3) | 860,615 | ||||||||||||||||||||||
Samuel E. Knighton, | 2007 | 327,015 | 107,870 | — | 272,513 | (4) | — | 690 | 708,088 | |||||||||||||||||||||||
President of Hotel Operations | 2006 | 306,577 | 51,387 | — | 245,261 | (4) | — | — | 603,225 | |||||||||||||||||||||||
Christopher L. Bennett, | 2007 | 280,974 | 103,923 | — | 237,891 | (5) | 1,136 | (5) | 5,173 | (5) | 629,097 | |||||||||||||||||||||
Executive Vice President & General Counsel | 2006 | 246,277 | 65,193 | — | 135,452 | (5) | 8,131 | (5) | 10,121 | (5) | 465,174 |
(1) | The Other Compensation amount reported for 2007 includes: (i) $25,533 of life insurance premiums paid on behalf of Mr. Hewitt by the Company; (ii) $36,000 of car allowance; and (iii) $1,923 of retroactive pay for 2006. The Other Compensation amount reported for 2006 includes: (i) $75,750 in severance payments to Mr. Hewitt. (In connection with our 2002 merger with Interstate Hotels Corporation, Mr. Hewitt, who was then Chairman and Chief Executive Officer of Interstate Hotels Corporation, had a contractual right to a lump sum severance payment from Interstate Hotels Corporation which he agreed to receive in the form of monthly payments beginning with the merger date through January 2006); and (ii) $28,444 of life insurance premiums paid on behalf of Mr. Hewitt by the Company. For 2007, Mr. Hewitt received non-equity incentive plan compensation of $670,833 for services performed in 2007. For 2006, Mr. Hewitt received non-equity incentive plan compensation of $500,000 for services performed in 2006. | |
(2) | The Other Compensation amount reported for 2007 includes: (i) $7,762 of life insurance premiums paid on behalf of Mr. Riggins by us; and (iii) $6,750 of our matching contributions into our retirement plans. The Other Compensation amount reported for 2006 includes: (i) $164,034 of relocation expenses incurred as a result of our decision to relocate Mr. Riggins from Florida to Virginia in 2006, after assuming his role as Chief Financial Officer; (ii) $7,656 of life insurance premiums paid on behalf of Mr. Riggins by us; and (iii) $8,500 of our |
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matching contributions into our retirement plans. For 2007, Mr. Riggins received non-equity incentive plan compensation of $378,623 for services performed in 2007. For 2006, Mr. Riggins received non-equity incentive plan compensation of $357,500 for services performed in 2006. Mr. Riggins participates in a non-qualified deferred compensation plan. During 2006, his investments gained above market earnings of $452. |
(3) | The Other Compensation amount reported for 2007 includes development commission payments of $388,634 and $450 for life insurance premium, on behalf of Mr. Ng. The Other Compensation amount reported for 2006 includes $169,552 for development commission payments and $450 for life insurance premium paid on behalf of Mr. Ng. For 2007, Mr. Ng received non-equity incentive plan compensation of $244,670 for services performed in 2007. For 2006, Mr. Ng received non-equity incentive plan compensation of $230,430 for services performed in 2006. | |
(4) | The other Compensation amount reported for 2007 includes life insurance premium paid on behalf of Mr. Knighton by us. For 2007, Mr. Knighton received non-equity incentive plan compensation of $272,513 for services performed in 2007. For 2006, Mr. Knighton received non-equity incentive plan compensation of $245,621 for services performed in 2006. | |
(5) | The Other Compensation amount reported includes life insurance premiums paid on behalf of Mr. Bennett by us and our matching contribution into our retirement plans. For 2007, Mr. Bennett received non-equity incentive plan compensation of $237,891 for services performed in 2007. For 2006, Mr. Bennett received non-equity incentive plan compensation of $135,452 for services performed in 2006. Mr. Bennett participates in a non-qualified deferred compensation plan. During 2007 and 2006 his investments gained above market earnings of $1,136 and $8,131, respectively. |
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All Other | All Other | |||||||||||||||||||||||||||||||
Stock | Option | |||||||||||||||||||||||||||||||
Awards: | Awards: | |||||||||||||||||||||||||||||||
Estimated Possible Payouts | Number of | Number of | ||||||||||||||||||||||||||||||
Under Non-Equity Incentive | Shares of | Securities | Exercise | Grant Date | ||||||||||||||||||||||||||||
Plan Awards | Stock or | Underlying | or Base Price of | Fair Value of | ||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Units | Options | Option of Awards | Stock and | |||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | (#) | (#) | ($/Sh) | Option Awards | ||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||
Thomas F. Hewitt | — | — | 372,116 | 744,231 | — | — | — | — | ||||||||||||||||||||||||
4/12/07 | — | — | — | 85,000 | (1) | — | — | $ | 484,500 | |||||||||||||||||||||||
Bruce A. Riggins | — | — | 249,094 | 415,156 | — | — | — | — | ||||||||||||||||||||||||
3/26/07 | — | — | — | 50,000 | — | — | $ | 311,500 | ||||||||||||||||||||||||
Leslie Ng | — | — | 147,748 | 295,495 | — | — | — | — | ||||||||||||||||||||||||
3/26/07 | — | — | — | 30,000 | — | — | $ | 186,900 | ||||||||||||||||||||||||
Samuel E. Knighton | — | — | 163,508 | 327,015 | — | — | — | — | ||||||||||||||||||||||||
3/26/07 | — | — | — | 20,000 | — | — | $ | 124,600 | ||||||||||||||||||||||||
Christopher L. Bennett | — | — | 140,487 | 280,974 | — | — | — | — | ||||||||||||||||||||||||
3/26/07 | — | — | — | 30,000 | — | — | $ | 186,900 |
(1) | On April 12, 2007, Mr. Hewitt was granted 85,000 shares of restricted stock that will vest in three annual installments beginning on the date of the grant. |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Market | ||||||||||||||||||||||||||||||||
Number of | Number of | Number of | Value of | |||||||||||||||||||||||||||||
Securities | Securities | Shares or | Shares or | |||||||||||||||||||||||||||||
Underlying | Underlying | Units of | Units of | |||||||||||||||||||||||||||||
Unexercised | Unexercised | Option | Stock That | Stock That | ||||||||||||||||||||||||||||
Options | Options | Exercise | Option | Vesting Date | Have Not | Have Not | Vesting Date of | |||||||||||||||||||||||||
(#) | (#) | Price | Expiration | of Option | Vested | Vested | Restricted Stock | |||||||||||||||||||||||||
Name | Exercisable | Unexercisable | ($) | Date | Award | (#) | ($) | Awards | ||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||
Thomas F. Hewitt | 17,000 | — | $ | 4.58 | 4/4/15 | — | — | — | — | |||||||||||||||||||||||
— | — | — | — | — | 33,334 | $ | 132,003 | 2/17/08 | ||||||||||||||||||||||||
— | — | — | — | — | 40,000 | $ | 158,400 | 4/25/09 | ||||||||||||||||||||||||
— | — | — | — | — | 85,000 | $ | 336,600 | 4/12/10 | ||||||||||||||||||||||||
Bruce A. Riggins | — | — | — | — | — | 26,667 | $ | 105,601 | 4/17/09 | |||||||||||||||||||||||
50,000 | (1) | $ | 198,000 | 3/26/11 |
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Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Market | ||||||||||||||||||||||||||||||||
Number of | Number of | Number of | Value of | |||||||||||||||||||||||||||||
Securities | Securities | Shares or | Shares or | |||||||||||||||||||||||||||||
Underlying | Underlying | Units of | Units of | |||||||||||||||||||||||||||||
Unexercised | Unexercised | Option | Stock That | Stock That | ||||||||||||||||||||||||||||
Options | Options | Exercise | Option | Vesting Date | Have Not | Have Not | Vesting Date of | |||||||||||||||||||||||||
(#) | (#) | Price | Expiration | of Option | Vested | Vested | Restricted Stock | |||||||||||||||||||||||||
Name | Exercisable | Unexercisable | ($) | Date | Award | (#) | ($) | Awards | ||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||
Leslie Ng | 16,667 | 8,333 | $ | 4.65 | 9/26/15 | — | — | — | — | |||||||||||||||||||||||
8,333 | 16,667 | $ | 5.48 | 4/3/16 | — | — | — | — | ||||||||||||||||||||||||
— | 25,000 | $ | 6.23 | 3/26/17 | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | 6,666 | $ | 26,397 | 9/26/08 | ||||||||||||||||||||||||
— | — | — | — | — | 13,333 | $ | 52,799 | 4/1/09 | ||||||||||||||||||||||||
— | — | — | — | — | 30,000 | (1) | $ | 118,800 | 3/26/11 | |||||||||||||||||||||||
Samuel E. Knighton | — | — | — | — | — | 5,333 | $ | 21,119 | 4/1/09 | |||||||||||||||||||||||
— | — | — | — | — | 18,000 | $ | 71,280 | 6/8/09 | ||||||||||||||||||||||||
— | — | — | — | — | 20,000 | (1) | $ | 79,200 | 3/26/11 | |||||||||||||||||||||||
Christopher L. Bennett | 2,150 | — | $ | 21.50 | 2/9/08 | — | — | — | — | |||||||||||||||||||||||
1,000 | — | $ | 15.95 | 2/4/09 | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | 6,666 | $ | 26,397 | 4/1/08 | ||||||||||||||||||||||||
— | — | — | — | — | 13,333 | $ | 52,799 | 4/1/09 | ||||||||||||||||||||||||
— | — | — | — | — | 30,000 | (1) | $ | 118,800 | 3/26/11 |
(1) | Stock options and restricted stock granted under the 2007 Equity Award Plan vest in four annual installments beginning on the date of the grant (except for restricted stock grants to Mr. Hewitt which vest over three years pursuant to the terms of his employment agreement) and have a term of 10 years. |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares | Value Realized | Number of Shares | Value Realized | |||||||||||||
Name | Acquired on Exercise (#) | on Exercise ($) | Acquired on Vesting (#) | on Vesting ($) | ||||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Thomas F. Hewitt | — | — | 33,333 | $ | 248,331 | |||||||||||
20,000 | $ | 106,000 | ||||||||||||||
Bruce A. Riggins | — | — | 13,333 | $ | 75,198 | |||||||||||
Leslie Ng | — | — | 6,667 | $ | 30,135 | |||||||||||
6,667 | $ | 38,869 | ||||||||||||||
Samuel E. Knighton | — | — | 2,667 | $ | 15,549 | |||||||||||
9,000 | $ | 51,840 | ||||||||||||||
Christopher L. Bennett | — | — | 1,183 | $ | 8,766 | |||||||||||
6,667 | $ | 38,869 | ||||||||||||||
6,667 | $ | 38,869 |
23
2007 | ||||
Fund Name (Ticker) | Return | |||
JP Morgan Money Market (VPMXX) | 4.97 | % | ||
PIMCO Low Duration Admin (PLDAX) | 7.68 | % | ||
PIMCO Total Return Admin (PTRAX) | 8.84 | % | ||
T. Rowe Price Equity Income Shs (PRFDX) | 3.30 | % | ||
Vanguard 500 Index Inv (VFINX) | 5.39 | % | ||
Artisan Mid Cap Inv (ARTMX) | 21.20 | % | ||
AIM Small Cap Growth A (GTSAX) | 11.38 | % | ||
Putnam VT International Equity Class A (POVSX) | 8.40 | % |
Non-Qualified Deferred Compensation for 2007 | ||||||||||||||||||||
Executive | Registrant | Aggregate | Aggregate | Aggregate | ||||||||||||||||
Contributions in Last | Contributions in Last | Earnings in Last | Withdrawals / | Balance at Last | ||||||||||||||||
Name | Fiscal Year ($) | Fiscal Year ($) | Fiscal Year ($) | Distributions ($) | Fiscal Year-End ($) | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Thomas F. Hewitt | — | — | — | — | — | |||||||||||||||
Bruce A. Riggins(1) | 13,285 | 3,534 | 681 | — | 26,694 | |||||||||||||||
Leslie Ng | — | — | — | — | — | |||||||||||||||
Samuel E. Knighton | — | — | — | — | — | |||||||||||||||
Christopher L. Bennett(2) | 11,239 | 4,885 | 1,888 | 79,537 | 28,734 | |||||||||||||||
Thomas F. Hewitt | — | — | — | — | — |
(1) | Mr. Riggins’ balance includes deferrals from his base salary, annual performance-based, long-term cash awards reported in columns (c) and (f) of the 2007 Summary Compensation Table and investment earnings on the deferral balance. |
24
(2) | Mr. Bennett’s balance includes a beginning balance from previous years’ activities, deferrals from his base salary and investment earnings on the deferral balance, less a distribution of $79,537 in accordance with his election prior to the date Mr. Bennett began the deferrals. |
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Acceleration and | ||||||||||||||||
Continuation of | ||||||||||||||||
Continuation of | Equity Awards | |||||||||||||||
Medical/Welfare | (Unamortized | Total | ||||||||||||||
Cash Severance | Benefits | Expense as of | Termination | |||||||||||||
Payment | (Present Value) | 12/31/07) | Benefits | |||||||||||||
Name/Scenario | ($) | ($) | ($) | ($) | ||||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Thomas F. Hewitt | ||||||||||||||||
- Voluntary retirement | — | — | — | — | ||||||||||||
- Termination for cause | — | — | — | — | ||||||||||||
- Death or disability | 1,166,987 | 9,423 | 524,382 | 1,700,792 | ||||||||||||
- Termination without cause or for good reason | 2,333,974 | 14,134 | 524,382 | 2,872,490 | ||||||||||||
- Change in control | 2,333,974 | 14,134 | 524,382 | 2,872,490 | ||||||||||||
Bruce A. Riggins | ||||||||||||||||
- Voluntary retirement | — | — | — | — | ||||||||||||
- Termination for cause | — | — | — | — | ||||||||||||
- Death or disability | 710,748 | 13,895 | 345,641 | 1,070,284 | ||||||||||||
- Termination without cause or for good reason | 710,748 | 20,842 | 345,641 | 1,077,231 | ||||||||||||
- Change in control(2) | 1,254,393 | 20,842 | 345,641 | 1,620,876 9 | ||||||||||||
Leslie Ng | ||||||||||||||||
- Voluntary retirement | — | — | — | — | ||||||||||||
- Termination for cause | — | — | — | — | ||||||||||||
- Death or disability | 540,165 | 12,562 | 270,169 | 822,896 | ||||||||||||
- Termination without cause or for good reason(1) | 810,248 | 18,843 | 270,169 | 1,099,260 | ||||||||||||
- Change in control | 1,003,340 | 18,843 | 270,169 | 1,292,352 | ||||||||||||
Samuel E. Knighton | ||||||||||||||||
- Voluntary retirement | — | — | — | — | ||||||||||||
- Termination for cause | — | — | — | — | ||||||||||||
- Death or disability | 599,528 | 14,430 | 217,083 | 831,041 | ||||||||||||
- Termination without cause or for good reason | 599,528 | 21,646 | 217,083 | 838,257 | ||||||||||||
- Change in control | 1,199,056 | 21,646 | 217,083 | 1,437,785 | ||||||||||||
Christopher L. Bennett | ||||||||||||||||
- Voluntary retirement | — | — | — | — | ||||||||||||
- Termination for cause | — | — | — | — | ||||||||||||
- Death or disability | 518,865 | 11,819 | 204,517 | 735,201 | ||||||||||||
- Termination without cause or for good reason | 518,865 | 17,729 | 204,517 | 741,111 | ||||||||||||
- Change in control | 1,037,730 | 17,729 | 204,517 | 1,259,976 |
(1) | As stated in Leslie Ng’s employment agreement, if his employment is terminated by us without cause or if the Named Officer terminates the employment for good reason, we would pay him a lump sum equal to the product of one and one-half (1.5) times the sum of (A) his annual base salary and (B) the amount of his bonus for the preceding calendar year. | |
(2) | As stated in the Named Officer’s respective employment agreement, the Company would have elected, as of December 31, 2007, to reduce the total compensation awarded to the Named Officer upon a change in control to the nearest amount allowable and deductible so as not to trigger an excise tax payable by the Named Officer or a loss of a deduction otherwise permitted by the Company under Section 280G and Section 4999 of the Internal Revenue Code. |
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27
Director Compensation for 2007 | ||||||||||||||||||||||||||||
Change | ||||||||||||||||||||||||||||
in Pension | ||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||
Nonqualified | ||||||||||||||||||||||||||||
Non-Equity | Deferred | |||||||||||||||||||||||||||
Fees Earned or | Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||
Paid in Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||||||||||
Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||
Paul W. Whetsell | 79,750 | 2,184 | 6,427 | — | — | — | 88,361 | |||||||||||||||||||||
Karim J. Alibhai(1) | 46,500 | 2,184 | 6,560 | — | — | — | 55,244 | |||||||||||||||||||||
Ronald W. Allen | 44,000 | 2,184 | 22,511 | — | — | — | 68,695 | |||||||||||||||||||||
H. Eric Bolton(2) | 17,833 | 2,184 | 7,378 | — | — | — | 27,395 | |||||||||||||||||||||
James F. Dannhauser | 51,500 | 2,184 | 11,380 | — | — | — | 65,064 | |||||||||||||||||||||
Leslie R. Doggett | 45,250 | 2,184 | 6,560 | — | — | — | 53,994 | |||||||||||||||||||||
Joseph J. Flannery(3) | 28,583 | — | 4,136 | — | — | — | 32,719 | |||||||||||||||||||||
James B. McCurry | 61,500 | 2,184 | 6,560 | — | — | — | 70,244 | |||||||||||||||||||||
John J. Russell, Jr. | 53,500 | 2,184 | 6,560 | — | — | — | 62,244 |
(1) | Mr.Alibhai resigned from our board of directors on April 9, 2008. | |
(2) | Mr. Bolton was appointed to the board of directors on May 3, 2007. | |
(3) | Mr. Flannery ceased being a board member on June 1, 2007. |
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Grant Date Fair | Securities Underlying | Securities Underlying | ||||||||||||||
Value of Option | Unexercised Options | Unexercised Options | ||||||||||||||
Name | Award | (#) | (#) | |||||||||||||
(a) | Grant Date | ($) | Exercisable | Unexercisable | ||||||||||||
Paul W. Whetsell | 6/3/05 | $ | 8,315 | 3,333 | 1,667 | |||||||||||
6/2/06 | $ | 11,308 | 1,667 | 3,333 | ||||||||||||
Karim J. Alibhai(1) | 8/1/02 | $ | 11,625 | 7,500 | — | |||||||||||
6/11/03 | $ | 7,647 | 5,000 | — | ||||||||||||
5/28/04 | $ | 8,613 | 5,000 | — | ||||||||||||
6/3/05 | $ | 7,374 | 3,333 | 1,667 | ||||||||||||
6/2/06 | $ | 11,308 | 1,667 | 3,333 | ||||||||||||
Ronald W. Allen | 8/24/06 | $ | 46,237 | 2,500 | 5,000 | |||||||||||
H. Eric Bolton(2) | 5/4/07 | $ | 18,763 | — | 7,500 | |||||||||||
James F. Dannhauser | 5/22/06 | $ | 16,535 | 2,500 | 5,000 | |||||||||||
6/2/06 | $ | 11,308 | 1,667 | 3,333 | ||||||||||||
Leslie R. Doggett | 10/23/01 | $ | 2,325 | 1,500 | — | |||||||||||
8/1/02 | $ | 11,625 | 7,500 | — | ||||||||||||
6/11/03 | $ | 7,647 | 5,000 | — | ||||||||||||
5/28/04 | $ | 8,613 | 5,000 | — | ||||||||||||
6/3/05 | $ | 7,374 | 3,333 | 1,667 | ||||||||||||
6/2/06 | $ | 11,308 | 1,667 | 3,333 | ||||||||||||
Joseph J. Flannery(3) | 8/1/02 | $ | 11,625 | 7,500 | — | |||||||||||
6/11/03 | $ | 7,647 | 5,000 | — | ||||||||||||
5/28/04 | $ | 8,613 | 5,000 | — | ||||||||||||
6/3/05 | $ | 7,374 | 3,333 | 1,667 | ||||||||||||
6/2/06 | $ | 11,308 | 1,667 | 3,333 | ||||||||||||
James B. McCurry | 5/11/99 | $ | 1,550 | 1,000 | — | |||||||||||
5/18/00 | $ | 1,550 | 1,000 | — | ||||||||||||
6/14/01 | $ | 1,550 | 1,000 | — | ||||||||||||
8/1/02 | $ | 11,625 | 7,500 | — | ||||||||||||
6/11/03 | $ | 7,647 | 5,000 | — | ||||||||||||
5/28/04 | $ | 8,613 | 5,000 | — | ||||||||||||
6/3/05 | $ | 7,374 | 3,333 | 1,667 | ||||||||||||
6/2/06 | $ | 11,308 | 1,667 | 3,333 | ||||||||||||
John J. Russell, Jr. | 8/1/02 | $ | 11,625 | 7,500 | — | |||||||||||
6/11/03 | $ | 7,647 | 5,000 | — | ||||||||||||
5/28/04 | $ | 8,613 | 5,000 | — | ||||||||||||
6/3/05 | $ | 7,374 | 3,333 | 1,667 | ||||||||||||
6/2/06 | $ | 11,308 | 1,667 | 3,333 |
(1) | Mr. Alibhai resigned from our board of directors on April 9, 2008. | |
(2) | Mr. Bolton was appointed to the board of directors on May 3, 2007. | |
(3) | Mr. Flannery ceased being a board member on June 1, 2007. |
29
REPORT ON EXECUTIVE COMPENSATION
H. Eric Bolton
James B. McCurry
30
H. Eric Bolton
Leslie R. Doggett
John J. Russell, Jr.
31
2007 | 2006 | |||||||
Audit fees(1) | $ | 737,426 | $ | 1,009,320 | ||||
Audit-related fees(2) | 57,000 | 46,500 | ||||||
All other fees(3) | 8,500 | 40,912 | ||||||
Total fees: | $ | 802,926 | $ | 1,096,732 | ||||
(1) | Principally, these audit fees represent fees for the audit of our annual consolidated financial statements, the audit of the effectiveness of our internal controls over financial reporting pursuant to section 404 of the Sarbanes-Oxley Act of 2002, the auditor’s review of our quarterly financial statements, and services provided in connection with our regulatory filings. For 2006, fees of $293,121 related to the 2003, 2004, and 2005 statutory audits of our BridgeStreet Corporate Housing foreign operations are included, as these were finalized in 2006. | |
(2) | Fees for statutory audits of our employee benefit plans. | |
(3) | All other fees include services provided in connection with the filing of our registration statement onForm S-8. |
32
33
Shares | ||||||||
Beneficially Owned | ||||||||
Name & Address of Beneficial Owner | Number | Percentage | ||||||
Holders of 5% or more of our Common Stock: | ||||||||
Barclays Group(1) | 2,359,351 | 7.42 | % | |||||
Renaissance Technologies LLC and James H. Simons(2) | 2,309,800 | 7.27 | % | |||||
Keeley Asset Management Corp. and Keeley Small Cap Value Fund, a series of Keeley Funds, Inc.(3) | 2,104,000 | 6.62 | % | |||||
Dimensional Fund Advisors LP(4) | 1,897,523 | 5.97 | % | |||||
Caxton Associates, L.L.C. and Bruce Kovner(5) | 1,641,500 | 5.16 | % | |||||
Executive Officers and Directors: | ||||||||
Karim J. Alibhai(6) | 25,025 | * | ||||||
Ronald W. Allen(7) | 15,025 | * | ||||||
Christopher L. Bennett(8) | 137,138 | * | ||||||
H. Eric Bolton(9) | 5,025 | * | ||||||
James F. Dannhauser(10) | 9,192 | * | ||||||
Leslie R. Doggett(11) | 26,525 | * | ||||||
Thomas F. Hewitt(12) | 488,361 | 1.54 | % | |||||
Samuel E. Knighton(13) | 131,215 | * | ||||||
Denis S. McCarthy(14) | 58,786 | * | ||||||
James B. McCurry(15) | 29,525 | * | ||||||
Leslie Ng(16) | 188,709 | * | ||||||
Bruce A. Riggins(17) | 212,386 | * | ||||||
John J. Russell, Jr.(18) | 25,025 | * | ||||||
Paul W. Whetsell(19) | 220,081 | * | ||||||
Executive officers and directors as a group (14 persons) | 1,572,018 | 4.95 | % | |||||
* | Represents less than 1% of the class. | |
(1) | Beneficial ownership information is based on the Schedule 13G filed by Barclays Global Investors, NA (located at 45 Fremont Street, 17th Floor, San Francisco, CA 94105) on February 5, 2008. | |
(2) | Beneficial ownership information is based on the Schedule 13G/A filed by Renaissance Technologies LLC and James H. Simons (located at 800 Third Avenue, New York, NY 10022) on February 13, 2008. | |
(3) | Beneficial ownership information is based on the Schedule 13G filed by Keeley Asset Management Corp. and Keeley Small Cap Value Fund, a series of Keeley Funds, Inc. (located at 401 LaSalle Street, Chicago, IL 60605) on February 14, 2008. Keeley Asset Management Corp. and Keeley Small Cap Value Fund share beneficial ownership over the same 2,100,000 shares, and Keeley Asset Management Corp. beneficially owns an additional 4,000 shares. | |
(4) | Beneficial ownership information is based on the Schedule 13G/A filed by Dimensional Fund Advisors LP (located at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401) on February 6, 2008. |
34
(5) | Beneficial ownership information is based on the Schedule 13G/A filed by Caxton International Limited, Caxton Equity Growth Holdings, L.P., Caxton Associates, L.L.C. and Bruce Kovner (Caxton Associates, L.L.C. located at Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540, and Bruce Kovner located at 500 Park Avenue, New York, NY 10022) on February 8, 2008. | |
(6) | Beneficial ownership includes 22,500 vested options and 2,525 shares of unvested restricted stock. Upon his resignation from the board on April 9, 2008, Mr. Alibhai forefeited his unvested shares of restricted stock. | |
(7) | Beneficial ownership includes 2,500 vested options and 2,525 shares of unvested restricted stock. | |
(8) | Beneficial ownership includes 1,000 vested options and 98,533 shares of unvested restricted stock. | |
(9) | Beneficial ownership includes 2,500 vested options and 2,525 shares of unvested restricted stock. | |
(10) | Beneficial ownership includes 6,667 vested options and 2,525 shares of unvested restricted stock. | |
(11) | Beneficial ownership includes 24,000 vested options and 2,525 shares of unvested restricted stock. | |
(12) | Beneficial ownership includes 17,000 vested options and 249,662 shares of unvested restricted stock. | |
(13) | Beneficial ownership includes 124,829 shares of unvested restricted stock. | |
(14) | Beneficial ownership includes 50,907 shares of unvested restricted stock. | |
(15) | Beneficial ownership includes 27,000 vested options and 2,525 shares of unvested restricted stock. | |
(16) | Beneficial ownership includes 41,668 vested options and 105,864 shares of unvested restricted stock. | |
(17) | Beneficial ownership includes 166,487 shares of unvested restricted stock. | |
(18) | Beneficial ownership includes 22,500 vested options and 2,525 shares of unvested restricted stock. | |
(19) | Beneficial ownership includes 5,000 vested options and 2,525 shares of unvested restricted stock. |
35
Secretary
36
• | During the past three years, the Company has not employed the director, and has not employed (except in a non-officer capacity) any of his or her immediate family members. | |
• | During any twelve-month period within the past three years, neither the director nor any of his or her immediate family members has received more than $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation (provided such compensation is not contingent in any way on continued service). | |
• | During the past three years, the director has not been employed (or affiliated with) the Company’s present or former internal or external auditors, nor has any of his or her immediate family members been so employed or affiliated in a professional capacity. | |
• | During the past three years, neither the director, nor any of his or her immediate family members, has been employed by a company where an executive officer of the Company serves on such company’s compensation (or equivalent) committee. | |
• | The director does not (directly or indirectly as a partner, shareholder or officer of another company) provide consulting, legal or financial advisory services to the Company or the Company’s present or former auditors.‡ | |
• | During the past three years, the director has not been an employee or executive officer, nor has any of his or her immediate family members been an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any fiscal year of such company, exceeds, the greater of $1 million or 2% of such company’s consolidated gross revenues. | |
• | During the past three years, the director has not had a personal services contract with the Company, its chairman, chief executive officer or other executive officer, or any affiliate of the Company.‡ | |
• | During the past three years, the director has not been an employee, officer or director of a foundation, university or other non-profit organization to which the Company gave directly, or indirectly through the provision of services, more than $100,000 per annum or 2% of the total annual donations received (whichever is less).‡ | |
• | The director does not, either directly or indirectly as a partner, shareholder or officer of another company, own more than 5% of the Company’s common stock.‡ | |
• | The director does not, either directly or indirectly as a partner, shareholder or officer of another company, have material ownership interests in hotel properties that have paid management fees in excess of $1,000,000 to the Company during any twelve-month period within the past three years.‡ | |
• | The director is not an employee, officer or director of a principal lender of the Company.‡ |
‡ | Not required by NYSE Section 303A. |
A-1
4501 NORTH FAIRFAX DRIVE SUITE 500
ARLINGTON, VA 22203
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Interstate Hotels & Resorts, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ISTAT1 KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
year ending December 31, 2008, and “FOR” all director nominees, all as more fully set forth in the accompanying Proxy Statement.
For | Against | Abstain | ||||||||
1. | Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2008. | o | o | o | ||||||
2. | Election as a director of the Company to serve a one-year term expiring at the Annual Meeting in 2009 or until his successor is duly elected and qualified. | |||||||||
2a. | H. Eric Bolton | o | o | o |
For | Against | Abstain | ||||||||
3. | Re-election as directors of the Company to serve three- year terms expiring at the Annual Meeting in 2011 or until their successors are duly elected and qualified. | |||||||||
3a. | James F. Dannhauser | o | o | o | ||||||
3b. | Thomas F. Hewitt | o | o | o | ||||||
3c. | Paul W. Whetsell | o | o | o |
For address changes and/or comments, please check this box and write them on the back where indicated. | o |
Please indicate if you plan to attend the Annual Meeting of Stockholders on May 21, 2008. | o | o | ||
Yes | No |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
INTERSTATE HOTELS & RESORTS, INC.
ARLINGTON, VIRGINIA 22203
FOR THE ANNUAL MEETING OF STOCKHOLDERS
Address Changes/Comments: |
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