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): | | May 22, 2007 |
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 8.01 Other Events.
On April 27, 2007, Interstate Hotels & Resorts, Inc. (the "Company") filed a proxy statement with the Securities and Exchange Commission relating to its Annual Meeting of Stockholders to be held on May 31, 2007. In the proxy statement, the Company submitted a proposal to approve its 2007 Equity Award Plan.
In response to external feedback, the Company affirms that, consistent with its longstanding policy against the repricing of options, it will not use the "buyout provisions" set forth in Section 7(f) of the proposed Plan to indirectly effect a repricing of an out-of-the-money option that would not be permitted under Section 303A.08 of the NYSE Listed Company Manual without prior stockholder approval.
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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| May 22, 2007 | | By: | | /s/ Christopher L. Bennett
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| | | | | Name: Christopher L. Bennett |
| | | | | Title: EVP and Secretary |
