8-K

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

Date of Report (Date of Earliest Event Reported): March 11, 2010

Interstate Hotels & Resorts, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-14331	52-2101815
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4501 North Fairfax Drive, Suite 500,
Arlington, Virginia	22203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 387-3100

Not Applicable (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 (see General Instruction A.2 below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Results of Special Meeting of Stockholders

(a)	At 10:00 a.m. on March 11, 2010, Interstate Hotels & Resorts, Inc. (“Interstate” or the “Company”) held a special meeting of its stockholders at the Hilton Arlington, located at 950 North Stafford Street, Arlington, Virginia 22203 (the “Special Meeting”).
(b)	The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of 33,380,558 shares of common stock. The common stockholders of the Company voted on one matter at the Special Meeting, which was approved pursuant to the following final voting results from the Special Meeting:

(1) Proposal to adopt the Agreement and Plan of Merger, dated as of December 18, 2009 (the “Merger Agreement”), by and among Hotel Acquisition Company, LLC, HAC Merger Sub, Inc., a wholly-owned subsidiary of Hotel Acquisition Company, LLC, HAC Merger Partnership, L.P., whose general partner is HAC Merger Sub, Inc., Interstate Operating Company, LP and the Company, and to approve the merger of the Company with HAC Merger Sub, Inc. and the other transactions contemplated by the Merger Agreement.

FOR	AGAINST	ABSTAIN
19,848,722	1,192,094	13,362

The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement was not submitted for a vote.

ITEM 8.01 OTHER EVENTS.

     On March 11, 2010, Interstate issued a press release attached as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

Exhibit No.	Exhibit
99.1	Press Release issued by Interstate Hotels & Resorts, Inc., dated March 11, 2010

1

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.

INTERSTATE HOTELS & RESORTS, INC.
By:	/s/ Christopher L. Bennett
	Christopher L. Bennett
	Executive Vice President, Secretary and General Counsel

Date: March 11, 2010

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release issued by Interstate Hotels & Resorts, Inc., dated March 11, 2010

EX-99.1

Exhibit 99.1

For Immediate Release
Contact:

Jerry Daly, Carol McCune	Carrie McIntyre
Media	SVP, Treasurer
Daly Gray	Interstate Hotels & Resorts
(703) 435-6293	(703) 387-3320
jerry@dalygray.com	carrie.mcintyre@ihrco.com

Interstate Stockholders Approve Merger with 50/50 Joint Venture
Between Thayer Lodging Group and Jin Jiang Hotels

     ARLINGTON, Va., March 11, 2010—Interstate Hotels & Resorts (NYSE: IHR), a leading hotel real estate investor and the nation’s largest independent hotel management company, today announced that its stockholders approved, at a special meeting held today, the merger agreement by which Interstate will be acquired by Hotel Acquisition Company, LLC (“HAC”). HAC is a 50/50 joint venture between subsidiaries of Thayer Hotel Investors V-A LP, a private equity fund sponsored by Thayer Lodging Group (“Thayer Lodging”), and Shanghai Jin Jiang International Hotels (Group) Company Limited (“Jin Jiang Hotels”). Thayer Lodging, founded in 1991, is a leading private equity sponsor that invests exclusively in the lodging sector. Jin Jiang Hotels is the world’s 13th largest hotel company in terms of number of rooms according to Hotels Magazine.

     As previously announced on December 18, 2009, under the terms of the merger agreement, the outstanding shares of Interstate common stock will be acquired by HAC for $2.25 per share in cash.

     Interstate expects to close the merger no later than March 18, 2010, subject to the satisfaction of various closing conditions of the parties pursuant to the terms of the merger agreement.

     In connection with the merger, a request was submitted on behalf of Interstate to the New York Stock Exchange for withdrawal of the listing of its common stock. Interstate’s proposed delisting is contingent, among other conditions, on the closing of the merger. To effect the delisting, the New York Stock Exchange will file a Form 25 with the Securities and Exchange Commission.

About Interstate Hotels & Resorts, Inc.

     Interstate Hotels & Resorts, Inc. and its affiliates manage and/or have ownership interests in a total of 228 hospitality properties with nearly 46,000 rooms in 36 states, the District of Columbia, Russia, India, Mexico, Belgium, Canada, Ireland and England. The company has ownership interests in 56 of those properties, including six wholly owned assets. Interstate Hotels & Resorts also has contracts to manage 13 to be built hospitality properties with approximately 3,000 rooms, which includes the company’s entry into new markets such as Costa Rica. For more information about Interstate Hotels & Resorts, visit the company’s Web site: www.ihrco.com.

     This press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, about Interstate Hotels & Resorts, including statements containing words such as “expects,” “believes” or “will,” which indicate that those statements are forward-looking. Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results to differ materially, including the failure to satisfy certain closing conditions to the merger agreement and disruption from the transaction making it more difficult to maintain relationships with owners, employees and suppliers. Additional risks are discussed in Interstate Hotels & Resorts’ filings with the Securities and Exchange Commission, including Interstate Hotels & Resorts’ annual report on Form 10-K for the year ended December 31, 2008.