Starwood 2009 Annual Report Download - page 12

How many Shares must be present to hold the Annual Meeting?
The presence in person or by proxy of holders of a majority of the outstanding Shares entitled to vote at the
Annual Meeting constitutes a quorum for the transaction of business. Your Shares are counted as present at the
meeting if you:
• are present in person at the Annual Meeting, or
• have properly executed and submitted a proxy card, or authorized a proxy over the telephone or the Internet,
prior to the Annual Meeting.
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., the ratification of an independent registered public accounting firm). For non-routine matters
and on the election of Directors, however, the broker may NOT vote using its discretion. This is referred to as a
broker non-vote.
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. Broker non-votes
will not have any effect on 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 on the matter at the Annual Meeting, either in person or
represented by properly completed or authorized proxy. Abstentions and broker non-votes will have no effect on the
matter. 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.
Reapproval of the Company’s Annual Incentive Plan for Certain Executives requires “FOR” votes from a
majority of the votes cast at the Annual Meeting on the matter, either in person or represented by properly completed
or authorized proxy. Abstentions and broker non-votes will have no effect on the matter. If a majority of the votes
cast at the Annual Meeting vote “AGAINST” the reapproval of the Company’s Annual Incentive Plan for Certain
Executives, the Board of Directors and its Compensation and Option Committee will reconsider the plan.
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.
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