Strategic Hotels & Resorts, Inc. (NYSE: BEE) announced friday that it has reached an agreement with Orange Capital, LLC and agreed to appoint David W. Johnson to the Company's Board of Directors. With the addition of David W. Johnson, the Strategic Hotels Board expands to 10 members, 9 of whom are independent and all of whom are elected annually. Johnson will also be included in the Company's slate of nominees for election to the Board at the 2014 Annual Meeting of Shareholders.
"We are pleased to welcome Dave Johnson to our Board," said Raymond L. "Rip" Gellein, Chairman and Chief Executive Officer of Strategic Hotels & Resorts, Inc. "Our Board comprises highly qualified leaders and professionals across a range of disciplines, and we believe Dave Johnson's extensive hospitality experience will be very valuable as we continue executing on our strategic plan. As always, we are dedicated to creating value for our shareholders and appreciate the constructive input from Orange Capital and other shareholders regarding the Company's strategy. The Company will continue to evaluate all opportunities to enhance shareholder value."
"Under Rip and the Board's leadership, Strategic Hotels has taken positive steps to enhance governance and improve the Company's balance sheet," said Daniel Lewis, Managing Partner of Orange Capital. "This is evidenced by the Board's decision to eliminate the shareholder rights plan, conduct an independent review of the Company's executive compensation plan, and the recent announcement of the redemption of the Company's Series A Preferred Stock. Strategic Hotels owns a highly unique luxury portfolio, and I am confident the Company is on the right path to maximize value for all shareholders."
In connection with today's announcement, Orange Capital has withdrawn its notice of nomination of all of its director candidates to the Strategic Hotels' Board and has agreed to vote its shares in favor of each of the Company's nominees at the 2014 Annual Meeting. Furthermore, Orange Capital has agreed to a customary standstill provision.
The complete agreement between Strategic Hotels and Orange Capital will be filed on a Form 8-K with the Securities and Exchange Commission.
About David W. Johnson
Mr. Johnson currently serves as the President and Chief Executive Officer of Aimbridge Hospitality, the nation's second largest independent hotel investment and management firm, which currently owns and/or manages over 200 upscale independent and branded hotels with nearly 27,000 rooms across the United States and the Caribbean. Prior to joining Aimbridge, Mr. Johnson spent 17 years at Wyndham International serving in various capacities including Executive Vice President/Chief Marketing Officer and President of Wyndham Hotels.
Mr. Johnson received his bachelor's degree in Business Economics from Northeastern Illinois University, graduating with highest honors. Mr. Johnson currently serves on several Boards of Directors including The Juvenile Diabetes Research Foundation International, Meeting Professionals International and Active International, and was recently on the Board of Directors for Gaylord Entertainment.
About Strategic Hotels & Resorts
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States and Europe. The Company currently has ownership interests in 17 properties with an aggregate of 8,099 rooms and 847,000 square feet of meeting space.
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