Starwood 2010 Annual Report Download - page 82

Risks Relating to Ownership of Our Shares
Our Board of Directors May Issue Preferred Stock and Establish the Preferences and Rights of Such
Preferred Stock. Our charter provides that the total number of shares of stock of all classes which the Corporation
has authority to issue is 1,200,000,000, consisting of one billion shares of common stock and 200 million shares of
preferred stock. Our Board of Directors has the authority, without a vote of shareholders, to establish the preferences
and rights of any preferred shares to be issued and to issue such shares. The issuance of preferred shares having
special preferences or rights could delay or prevent a change in control even if a change in control would be in the
interests of our shareholders. Since our Board of Directors has the power to establish the preferences and rights of
preferred shares without a shareholder vote, our Board of Directors may give the holders preferences, powers and
rights, including voting rights, senior to the rights of holders of our shares.
Our Board of Directors May Implement Anti-Takeover Devices and Our Charter and Bylaws Contain
Provisions which May Prevent Takeovers. Certain provisions of Maryland law permit our Board of Directors,
without stockholder approval, to implement possible takeover defenses that are not currently in place, such as a
classified board. In addition, our charter contains provisions relating to restrictions on transferability of the
Corporation Shares, which provisions may be amended only by the affirmative vote of our shareholders holding
two-thirds of the votes entitled to be cast on the matter. As permitted under the Maryland General Corporation Law,
our Bylaws provide that directors have the exclusive right to amend our Bylaws.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
We are one of the largest hotel and leisure companies in the world, with operations in approximately
100 countries. We consider our hotels and resorts, including vacation ownership resorts (together “Resorts”),
generally to be premier establishments with respect to desirability of location, size, facilities, physical condition,
quality and variety of services offered in the markets in which they are located. Although obsolescence arising from
age, condition of facilities, and style can adversely affect our Resorts, Starwood and third-party owners of managed
and franchised Resorts expend substantial funds to renovate and maintain their facilities in order to remain
competitive. For further information see Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Liquidity and Capital Resources in this Annual Report.
Our hotel business included 1,027 owned, managed or franchised hotels with approximately 302,000 rooms
and our owned vacation ownership and residential business included 14 stand-alone vacation ownership resorts and
residential properties at December 31, 2010, predominantly under seven brands. All brands (other than the Four
Points by Sheraton and the Aloft and Element brands) represent full-service properties that range in amenities from
luxury hotels and resorts to more moderately priced hotels. Our Four Points by Sheraton, Aloft and Element brands
are select service properties that cater to more value oriented consumers.
The following table reflects our hotel and vacation ownership properties, by brand, as of December 31, 2010:
Properties Rooms
Hotels,
VOI and Residential
(a)
St. Regis and Luxury Collection ................................... 97 19,400
W......................................................... 38 11,200
Westin ...................................................... 181 71,200
Le Méridien ................................................. 100 26,700
Sheraton .................................................... 401 141,500
Four Points .................................................. 158 27,400
Aloft ...................................................... 46 6,800
Independent / Other ............................................ 20 4,500
Total ....................................................... 1,041 308,700
14