Starwood 2003 Annual Report Download - page 51

with the SEC (and provide a copy to the Company) certain reports relating to their ownership of Shares and
other equity securities of the Company.
To the Company's knowledge, based solely on a review of the copies of these reports furnished to the
Company for the Ñscal year ended December 31, 2003, and written representations that no other reports were
required, all Section 16(a) Ñling requirements applicable to its Directors, Trustees, executive oÇcers and
greater than 10 percent beneÑcial owners were complied with for the most recent Ñscal year, except that
Mr. Yih failed to timely Ñle one Form 4 with respect to one transaction.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated by reference to the information under the following
captions in the Proxy Statement: ""Compensation of Directors and Trustees,'' ""Summary of Cash and Certain
Other Compensation,'' ""Executive Compensation,'' ""Option Grants,'' ""Option Exercises and Holdings,''
""Employment and Compensation Agreements with Executive OÇcers,'' ""Compensation Committee Inter-
locks and Insider Participation'' and ""Compensation and Option Committee Report.''
Item 12. Security Ownership of Certain BeneÑcial Owners and Management and Related Stockholder
Matters.
Equity Compensation Plan Information Ì December 31, 2003
(In millions, except per Share amounts)
(a) (b) (c)
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reÖected in Column (a))
Equity compensation plans approved by
security holders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 40,472,758 $31.04 9,303,717(1)
Equity compensation plans not approved
by security holders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì Ì
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 40,472,758 $31.04 9,303,717
(1) Does not include deferred share units (that vest over three years and may be settled in Shares) that may be issued pursuant to
obligations under the Executive Annual Incentive Plan (""AIP''). The Executive AIP does not limit the number of deferred share
units that may be issued. This plan has been amended to provide for a termination date of May 26, 2009 to comply with new NYSE
requirements. In addition, 9,576,597 Shares remain available for issuance under the Company's Employee Stock Purchase Plan, a
stock purchase plan meeting the requirements of Section 423 of the Internal Revenue Code.
The remaining information called for by Item 12 is incorporated by reference to the information under
the caption ""Security Ownership of Certain BeneÑcial Owners and Management'' in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Policies of the Board of Directors of the Corporation and the Board of Trustees of the Trust
The policy of the Board of Directors of the Corporation and the Board of Trustees of the Trust provides
that any contract or transaction between the Corporation or the Trust, as the case may be, and any other entity
in which one or more of its Directors, Trustees or executive oÇcers are directors or oÇcers, or have a Ñnancial
interest, must be approved or ratiÑed by the Governance Committee (which is comprised of Senator Mitchell,
Ambassador Barshefsky and Messrs. Ryder and Youngblood) or by a majority of the disinterested Directors or
Trustees in either case after the material facts as to the relationship or interest and as to the contract or
transaction are disclosed or are known to them.
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