Starwood 2010 Annual Report Download - page 16

regard the frequency receiving the greatest number of votes as the recommendation of our stockholders. Absten-
tions and broker non-votes will not have any effect on the matter. The Board and the Compensation Committee will
consider the outcome of the vote when making its determination regarding how frequently (every one, two or three
years) over the next six years the Say-on-Pay advisory vote will be held, after which period another frequency vote
will be held.
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
the resignation.
What is the advisory vote regarding executive compensation?
The stockholders of the Company are entitled to cast an advisory vote at the Annual Meeting to approve the
compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement in accordance with
SEC rules, including the Compensation Discussion & Analysis, compensation tables and narrative discussion.
While this stockholder vote on executive compensation is an advisory vote that is not binding on the Company or the
Board of Directors, the Company values the opinions of its stockholders and will consider the outcome of the vote
when making future compensation decisions.
What is the advisory vote regarding the frequency of executive compensation advisory votes?
The stockholders of the Company are entitled to cast an advisory vote at the Annual Meeting to determine how
frequently an advisory vote to approve the compensation of the Company’s Named Executive Officers, as disclosed
in this proxy statement, should be held. The choices are every year, every two years, or every three years. While this
stockholder vote regarding frequency is an advisory vote that is not binding on the Company or the Board of
Directors, the Company values the opinions of its stockholders and will consider the outcome of the vote when
making its determination regarding how frequently the Say-on-Pay advisory vote will be cast.
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 your Shares by authorizing a 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 your Shares by mail or by telephone or Internet.
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 named in this proxy statement, FOR ratification of the appointment of
Ernst & Young as the Company’s independent registered public accounting firm for 2011, FOR the approval, on an
advisory basis, of the Say-on-Pay vote on compensation of our Named Executive Officers, FOR the approval, on an
advisory basis, of a frequency of 1 YEAR for future Say-on-Pay advisory votes on the compensation of our Named
Executive Officers, and, in the discretion of the proxy holder, on any other business that may properly come before
the meeting.
If you participate in the Savings Plan and have contributions invested in Shares, the proxy card will serve as a
voting instruction for the trustee of the Savings Plan. You must return your proxy card to the transfer agent on or
prior to 11:59 p.m. (Eastern Time) on April 29, 2011. If your proxy card is not received by the transfer agent by that
date or if you sign and return your proxy card without instructions marked in the boxes, the trustee will vote your
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