Starwood 2011 Annual Report Download - page 14

• submitting a proxy on a later date by telephone or over the Internet (only your latest proxy will be
counted); or
• attending the meeting and voting in person if you hold your shares in your own name or, provided you
have obtained a legal proxy from your broker, bank or other nominee, if you are a stockholder who holds
in “street name.”
Are votes confidential? Who counts the votes?
The votes of all stockholders are kept confidential except:
• as necessary to meet applicable legal requirements and to assert or defend claims for or against us;
• in case of a contested proxy solicitation;
• if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to
management; or
• to allow the independent inspector of election to certify the results of the vote.
We have retained Broadridge Financial Solutions to tabulate the votes. We have retained The Carideo
Group, Inc. to act as independent inspector of the election.
How can I confirm my vote was counted?
For the first time, and in furtherance of our commitment to the highest standards of corporate governance
practices, we are offering our stockholders the opportunity to confirm their votes were cast in accordance with
their instructions. We believe that the implementation of a vote confirmation mechanism promotes a more fair
and transparent electoral process. Beginning April 18, 2012 through July 3, 2012, you may confirm your vote
beginning twenty-four hours after your vote is received, whether it was cast by proxy card, electronically or
telephonically. To obtain vote confirmation, log onto www.proxyvote.com using your control number (located on
your Notice or proxy card) and receive confirmation on how your vote was cast. If you hold your shares through
a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker
and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you.
How does the Board recommend that I vote?
The Board of Directors recommends that you vote:
•“FOR” each of the ten director nominees;
•“FOR” approval of the non-binding advisory vote on the compensation of our named executive officers;
and
•“FOR” ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm for fiscal year 2012.
What vote is needed to approve each proposal?
The election of directors requires a plurality of votes cast in the election of directors at the Annual Meeting,
either in person or by proxy. The ten nominees who receive the largest number of “FOR” votes will be elected to
serve as directors until the 2013 Annual Meeting of Stockholders and until their successors are duly elected and
qualify. Stockholders cannot cumulate votes in the election of directors. Brokers are not permitted to vote on the
election of directors without instructions from the beneficial owner, so if you hold your shares through a broker
or other nominee, your shares will not be voted in the election of directors unless you affirmatively vote your
shares in accordance with the voting instructions provided by such broker or other nominee. Instructions to
“ABSTAIN” will have no effect on the result of the vote.
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