Starwood 2008 Annual Report Download - page 15

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the
Annual Meeting.
If a quorum is not present when the Annual Meeting is convened, or if for any other reason the presiding officer
believes that the Annual Meeting should be adjourned, the Annual Meeting may be adjourned by the presiding
officer. If a motion is made to adjourn the Annual Meeting, the persons named as proxies on the enclosed proxy card
will have discretion to vote on such adjournment all Shares for which such persons have voting authority.
What are broker non-votes?
If you have Shares that are held by a broker, you may give the broker voting instructions and the broker must
vote as you directed. If you do not give the broker any instructions, the broker may vote at its discretion on all
routine matters (i.e., election of Directors and the ratification of an independent registered public accounting firm).
For non-routine matters, however, the broker may NOT vote using its discretion. This is referred to as a broker non-
vote.
How are abstentions, withheld votes and broker non-votes counted?
Shares not voted due to withheld votes, abstentions or broker non-votes with respect to the election of a
Director or the ratification of the appointment of the independent registered public accounting firm will not have
any effect on the outcome of such matters.
How many votes are required to approve each proposal?
Directors will be elected by a plurality of the votes cast at the Annual Meeting, either in person or represented
by properly authorized proxy. This means that the eleven nominees who receive the largest number of “FOR” votes
cast will be elected as Directors. Stockholders cannot cumulate votes in the election of Directors. See “What
happens if a Director nominee does not receive a majority of the votes cast?” below for information concerning our
director resignation policy.
Ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting
firm requires “FOR” votes from a majority of the votes cast at the Annual Meeting, either in person or represented
by properly completed or authorized proxy. If a majority of the votes cast at the Annual Meeting vote “AGAINST”
ratification of the appointment of Ernst & Young, the Board and the Audit Committee will reconsider its
appointment.
What happens if a Director nominee does not receive a majority of the votes cast?
Under our Bylaws, a Director nominee, running uncontested, who receives more “Withheld” than “For” votes
is required to tender his or her resignation for consideration by the Board. The Corporate Governance and
Nominating Committee will recommend to the Board whether to accept or reject the resignation. The Board will act
on the tendered resignation and publicly disclose its decision within 90 days following certification of the election
results. The Director who tenders his or her resignation will not participate in the Board’s decision with respect to
that resignation.
How do I vote?
If you are a stockholder of record, you may vote in person at the Annual Meeting. We will give you a ballot
when you arrive. If you do not wish to vote in person or if you will not be attending the Annual Meeting, you may
vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if
you request printed copies of the proxy materials by mail, you can also authorize a proxy to vote by mail or by
telephone.
Each Share represented by a properly completed written proxy or properly authorized proxy by telephone or
over the Internet will be voted at the Annual Meeting in accordance with the stockholder’s instructions specified in
the proxy, unless such proxy has been revoked. If no instructions are specified, such Shares will be voted FOR the
election of each of the nominees for Director, FOR ratification of the appointment of Ernst & Young as the
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