Starwood 2008 Annual Report Download - page 23

To the Company’s knowledge, based solely on a review of the copies of these reports furnished to the Company
for the fiscal year ended December 31, 2008, and written representations that no other reports were required, all
Section 16(a) filing requirements applicable to its Directors, executive officers and greater than 10 percent
beneficial owners were complied with for the most recent fiscal year.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board has appointed and is requesting ratification by stockholders of the appointment of Ernst & Young as
the Company’s independent registered public accounting firm. While not required by law, the Board is asking the
stockholders to ratify the selection of Ernst & Young as a matter of good corporate practice. Representatives of
Ernst & Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement, if
they desire to do so, and will be available to respond to appropriate questions. If the appointment of Ernst & Young
is not ratified, the Board and the Audit Committee will reconsider the selection of the independent registered public
accounting firm.
The Board unanimously recommends a vote FOR ratification of the appointment of Ernst & Young as the
Company’s independent registered public accounting firm for 2009.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tables show the number of Shares “beneficially owned” by (i) all persons known to the
Company to be the beneficial owners of more than 5% of the outstanding Shares at December 31, 2008 and (ii) each
of the Directors, nominees for Director and executive officers whose compensation is reported in this proxy
statement (the “Named Executive Officers”), and (iii) Directors, nominees for Director, Named Executive Officers
and executive officers (who are not Named Executive Officers) as a group, at January 31, 2009. “Beneficial
ownership” includes Shares a stockholder has the power to vote or the power to transfer, and also includes stock
options and other derivative securities that were exercisable at that date, or as of that date will become exercisable
within 60 days thereafter. Percentages are based upon the number of Shares outstanding at January 31, 2009, plus,
where applicable, the number of Shares that the indicated person had a right to acquire within 60 days of such date.
The information in the tables is based upon information provided by each Director and executive officer and, in the
case of the beneficial owners of more than 5% of the outstanding Shares, the information is based upon Schedules
13G and 13D filed with the SEC.
Certain Beneficial Owners
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
of Class
Morgan Stanley ............................................. 18,425,488 10.10%(1)
1585 Broadway
New York, New York 10036
EGI-SSE I, L.P ............................................. 14,750,000 8.10%(2)
Two North Riverside Plaza, Suite 600
Chicago, IL 60606
Harris Associates Inc. ........................................ 14,156,030 7.73%(3)
Two North LaSalle Street, Suite 500
Chicago, IL 60602
FMRLLC................................................. 13,168,274 7.20%(4)
82 Devonshire St.
Boston, MA 02109
(1) Based on information contained in a Schedule 13G/A, dated February 17, 2009 (the “Morgan Stanley 13G”),
filed with respect to the Company. Morgan Stanley filed the Morgan Stanley 13G solely in its capacity as the
parent company of, and indirect beneficial owner of securities held by, certain of its operating units. Morgan
Stanley beneficially owns an aggregate amount of 18,425,488 Shares. Morgan Stanley has sole voting power
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