Starwood 2010 Annual Report Download - page 15

How many Shares must be present to hold the Annual Meeting?
The presence in person or by proxy of stockholders entitled to cast all of the votes entitled to be cast at the
Annual Meeting constitutes a quorum for the transaction of business. Shares of stockholders of record 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 as present 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 to a date not more than 120 days after the Record Date. 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,
including: the election of Directors, the Say-on-Pay advisory vote, and on the frequency of future Say-on-Pay
advisory votes, 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 in the election of directors 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. Brokers may vote uninstructed customer Shares on this
matter. Abstentions 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.
Adoption of a resolution approving on a non-binding, advisory basis the compensation of the Company’s
Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and
narrative discussion of this proxy statement, requires “FOR” votes from a majority of the votes cast on the matter at
the Annual Meeting, either in person or represented by properly authorized proxy. Abstentions and broker non-
votes will not have any effect on the matter. If a majority of the votes cast at the Annual Meeting vote “AGAINST”
the approval of the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation
Discussion and Analysis, compensation tables and narrative discussion of this proxy statement, the Board and the
Compensation Committee will consider the outcome of the vote when making future compensation decisions.
With respect to the frequency of future Say-on-Pay advisory votes, approval of a frequency requires votes for
that frequency from a majority of the votes cast on the matter at the Annual Meeting, either in person or represented
by properly authorized proxy. Because stockholders have four choices (one year, two years, three years or abstain)
on the advisory approval of a frequency of future Say-on-Pay votes, it is possible that no frequency will receive a
majority vote. If no frequency receives the affirmative vote of a majority of the votes cast, our Board intends to
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