Starwood 2010 Annual Report Download - page 20

less than 1% of American Express Company’s annual consolidated revenues for each of the past three years and
payments from American Express Company were less than 4% of the Company’s annual consolidated revenues for
2010, less than 9.5% for 2009 and less than 4% for 2008. Ambassador Barshefsky serves solely as a director of
American Express Company and derives no personal benefit from these payments. These relationships are
consistent with the NYSE independence standards. In addition, in the case of Mr. Quazzo, the Board considered
that in January 2008 a fund managed by Transwestern Investment Company, LLC, of which Mr. Quazzo is the Chief
Executive Officer, purchased the office building in Phoenix where the Company maintains an office. The
Company’s lease for the office space was originally negotiated and entered into prior to the acquisition with
unaffiliated third parties at arms-length and was not amended in connection with the acquisition of the building by
the fund. Mr. Quazzo has informed the Company that he did not derive any direct personal benefit from the office
space lease, although his compensation does depend, in part, on Transwestern Investment Company, LLC’s results
of operations. In 2010, the building in Phoenix where the Company maintains an office was sold to a third party and
Transwestern Investment Company, LLC no longer holds any interest in the building.
Mr. Duncan, who was an independent Director prior to his interim appointment as the Company’s Chief
Executive Officer, has served as non-executive Chairman of the Board from May 2005 until March 31, 2007 when
he was appointed Chief Executive Officer on an interim basis, and from September 24, 2007 to the present. Prior to
March 31, 2007 and following September 24, 2007, Mr. Duncan, as Chairman, ran meetings of the Board. During
Mr. Duncan’s appointment as Chief Executive Officer on an interim basis, the Chairman of the Corporate
Governance and Nominating Committee presided at the meetings of the Board held in executive session.
Communications with the Board
The Company has adopted a policy which permits stockholders and other interested parties to contact the
Board of Directors. If you are a stockholder or interested party and would like to contact the Board of Directors you
may send a letter to the Board of Directors, c/o the Corporate Secretary of the Company, 1111 Westchester Avenue,
White Plains, New York 10604 or online at www.hotethics.com. You should specify in the communication that you
are a stockholder or an interested party. If the correspondence contains complaints about Starwood’s accounting,
internal or auditing matters or directed to the non-management directors, the Corporate Secretary will forward that
correspondence to a member of the Audit Committee. If the correspondence concerns other matters, the Corporate
Secretary will forward the correspondence to the Director to whom it is addressed or otherwise as would be
appropriate under the circumstances, attempt to handle the inquiry directly (for example where it is a request for
information or a stock-related matter), or not forward the communication if it is primarily commercial in nature or
relates to an improper or irrelevant topic. At each regularly scheduled Board meeting, the Corporate Secretary or his
designee will present a summary of all such communications received since the last meeting that were not
forwarded and shall make those communications available to the Directors upon request. This policy is also posted
on the Company’s website at www.starwoodhotels.com/corporate/investor _ relations.html.
Posted Documents
You may also obtain a free copy of any of the aforementioned posted documents by sending a letter to the
Company’s Investor Relations Department, 1111 Westchester Avenue, White Plains, New York 10604. Please note
that the information on the Company’s website is not incorporated by reference in this proxy statement.
ELECTION OF DIRECTORS
Under the Company’s charter, each of the Company’s Directors is elected to serve until the next annual
meeting of stockholders and until his or her successor is duly elected and qualified. Set forth below is information as
of March 10, 2011 regarding the nominees of the Board of Directors for election as a Director, which has been
confirmed by each of them for inclusion in this proxy statement. Each nominee has agreed to serve on the Board if
elected. If a nominee becomes unavailable for election, proxy holders and stockholders may vote for another
nominee proposed by the Board or, as an alternative, the Board may reduce the number of Directors to be elected at
the meeting.
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