Starwood 2010 Annual Report Download - page 26

that our compensation programs are centered on pay-for-performance principles and are strongly aligned with the
long-term interests of our stockholders. See the discussion of the compensation of our executive officers in the
section entitled Compensation Discussion and Analysis beginning on page 19.
We are asking our stockholders to indicate their support for our Named Executive Officer compensation
disclosed in the Compensation Discussion & Analysis, compensation tables and narrative discussion of this proxy
statement. The Say-on-Pay vote is not intended to address any specific item of compensation, but rather the overall
compensation of our Named Executive Officers and related philosophy, policies and practices.
Accordingly, we are asking our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company stockholders approve, on an advisory basis, the compensation paid to our
Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion & Analysis, compensation tables and narrative discussion, in our proxy statement for the 2011 Annual
Meeting of Stockholders.”
This Say-on-Pay vote is advisory, and therefore is not binding on the Company, the Compensation Committee
or the Board of Directors. However, the Compensation Committee and the Board value the opinions of our
stockholders and will consider the outcome of the Say-on-Pay vote when making future compensation decisions.
The Board unanimously recommends a vote FOR the approval of the executive compensation program for the
Company’s Named Executive Officers as disclosed in the Compensation Discussion & Analysis, compensation
tables and narrative discussion of this proxy statement.
ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION
The Company is presenting this proposal, which gives you as a stockholder the opportunity to inform the
company as to how often you wish the Company to hold a stockholder vote on a Say-on-Pay proposal. As a
stockholder, you have the option to vote for one of the following choices, as indicated on the proxy card: to hold the
advisory vote on executive compensation every 1 year, 2 years, 3 years; or to abstain from voting.
The Board values constructive dialog on executive compensation and other important governance topics with
our stockholders. The Board believes an advisory vote every year will provide an effective way to obtain
information on stockholder sentiment about our executive compensation program. Accordingly, the Board
recommends to the stockholders an annual frequency for Say-on-Pay votes.
Stockholders may vote on their preferred frequency for voting on approval of executive compensation by
selecting the option of one year, two years, three years or abstain on the proxy card when voting on this proposal.
Please note that, when casting a vote on this proposal, stockholders will not be voting to approve or disapprove the
Board’s recommendation.
Approval of a frequency of future Say-on-Pay advisory votes requires the affirmative vote of a majority of the
votes cast on the proposal at the Annual Meeting. If no frequency receives a majority of the votes cast on the
proposal, our Board will consider the option (one, two or three years) receiving the greatest number of votes to be
the frequency approved by stockholders. Although the vote is advisory in nature and therefore will not bind the
Board, the Board intends to carefully consider the outcome of the vote when making future decisions about the
frequency for holding an advisory vote on executive compensation. The Board anticipates that its decision on the
frequency (one, two or three years) of future Say-on-Pay advisory votes will apply for the next six years, after which
period another vote on the frequency of the Say-on-Pay vote will be held.
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The table below shows the number of Shares beneficially owned by principal stockholders who beneficially
own more than five percent of our outstanding Shares as of March 10, 2011. The information in this table is based
upon the latest filings of either a Schedule 13D, Schedule 13G or Form 13F as filed by the respective stockholder
with the SEC as of the date stated in the below footnotes.
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