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
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| Date of Report (Date of Earliest Event Reported): | | September 28, 2006 |
Interstate Hotels & Resorts, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 1-14331 | 52-2101815 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 4501 North Fairfax Drive, Suite 500, Arlington, Virginia | | 22203 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (703) 387-3100 |
Not Applicable
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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 1.01 Entry into a Material Definitive Agreement.
On September 28, 2006, the Board of Directors of Interstate Hotels & Resorts, Inc. (the "Company"), following the Compensation Committee's recommendation, approved, effective October 1, 2006, (i) an increase in the annual fee the Company pays to its non-employee directors from $20,000 to $35,000; and (ii) an annual chairperson fee of $15,000 for the Audit Committee chairperson and $5,000 for the chairperson of each of the Compensation Committee, the Corporate Governance and Nominating Committee and the Investment Committee. Mr. Paul W. Whetsell, the Company's Chairman, who receives an annual fee equal to two times the regular Board member annual fee, will now receive an annual fee of $70,000.
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.
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| | | Interstate Hotels & Resorts, Inc. |
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| October 3, 2006 | | By: | | /s/ Christopher L. Bennett
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| | | | | Name: Christopher L. Bennett |
| | | | | Title: Executive Vice President and General Counsel |
