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MHGC > SEC Filings for MHGC > Form 8-K on 22-May-2012All Recent SEC Filings

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Form 8-K for MORGANS HOTEL GROUP CO.


22-May-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Morgans Hotel Group Co.'s (the "Company") Annual Meeting of Stockholder held on May 16, 2012, four proposals were submitted to a vote of our stockholders. The final voting results were as follows:

1. Election of Directors-Nine directors were elected to service on our Board of Directors for a term that ends at the 2013 Annual Meeting of Stockholders. The number of votes cast for and withheld for each nominee, as well as the number of broker non-votes, were as follows:

         Nominee                  For           Withheld        Broker Non-Vote
         David T. Hamamoto      18,792,962       1,097,471             5,620,602
         Michael J. Gross       19,148,336         742,097             5,620,602
         Ronald W. Burkle       12,782,377       7,108,056             5,620,602
         Robert Friedman        17,481,395       2,409,038             5,620,602
         Jeffrey M. Gault       11,258,676       8,631,757             5,620,602
         Thomas L. Harrison     18,703,128       1,187,305             5,620,602
         Jason T. Kalisman      17,959,216       1,931,217             5,620,602
         Michael D. Malone      18,704,663       1,185,770             5,620,602
         Andrew Sasson          12,668,071       7,222,362             5,620,602

2. Ratification of Auditors-The stockholders ratified the appointment of BDO USA, LLP as our independent registered public accounting firm for 2012. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows:

For Against Abstained 23,656,351 1,847,161 7,523

3. Amendment to the Amended and Restated 2007 Omnibus Incentive Plan-The stockholders approved an amendment to our Amended and Restated 2007 Omnibus Incentive Plan to increase the number of shares reserved for issuance thereunder and to re-approve the material terms and conditions included therein for performance and incentive awards intended to qualify under Section 162(m) of the Internal Revenue Code. The number of votes cast for and against the proposal, as well as the number of abstentions and broker non-votes, were as follows:

For Against Abstained Broker Non-Vote 10,357,371 9,522,370 10,692 5,620,602

4. Advisory Vote on Executive Compensation-The stockholders approved, by an advisory vote, the compensation paid to the Company's named executive officers. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows:

For Against Abstained Broker Non-Vote 12,694,546 6,550,683 645,204 5,620,602


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