Starwood 2009 Annual Report Download - page 21

candidates, the Corporate Governance and Nominating Committee believes that stockholder candidates should be
reviewed in substantially the same manner as other candidates.
Under the Company’s current Bylaws, stockholder nominations to be voted on at an annual meeting of our
stockholders must be made in writing, delivered or mailed by first class United States mail, postage prepaid, to the
Corporate Secretary, 1111 Westchester Avenue, White Plains, New York 10604, and be received by the Corporate
Secretary no later than the close of business on the 75th day nor earlier than the close of business on the 100th day
prior to the first anniversary of the preceding year’s annual meeting. In accordance with the Company’s current
Bylaws, in addition to other required information, such notice shall set forth as to each proposed nominee (i) the
name, age and business address of each nominee proposed in such notice, and a statement as to the qualification of
each nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of Shares which
are beneficially owned by each such nominee and by the nominating stockholder, and (iv) any other information
concerning the nominee that must be disclosed of nominees in proxy solicitations regulated by Regulation 14A of
the Exchange Act, including, without limitation, such person’s written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected.
The Company provides a comprehensive orientation for all new Directors. It includes a corporate overview,
one-on-one meetings with senior management and an orientation meeting. In addition, all Directors are given
written materials providing information on the Company’s business.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that the Company’s Directors and executive officers, and persons
who own more than ten percent of the outstanding Shares, file with the SEC (and provide a copy to the Company)
certain reports relating to their ownership of Shares.
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, 2009, and written representations from our Directors and executive officers,
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, except that, due to an administrative error,
Mr. Avril failed to timely file one Form 4 with respect to one transaction. This transaction was filed late by the
Company on behalf of Mr. Avril.
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 2010.
REAPPROVAL OF THE ANNUAL INCENTIVE PLAN FOR CERTAIN EXECUTIVES
Introduction
To further our policy of providing our key employees the opportunity to earn competitive levels of incentive
compensation based primarily on the performance of the Company, in 1999, the Board of Directors adopted and the
stockholders approved the Annual Incentive Plan for Certain Executives (the “Executive Plan”). In 2005, the
stockholders re-approved the Executive Plan, as amended. The Board of Directors amended and restated the
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