Starwood 2011 Annual Report Download - page 15

Adoption of a resolution approving, on a non-binding advisory basis, the compensation of our named
executive officers requires a majority of the votes cast at the Annual Meeting, either in person or by proxy.
Abstentions and broker non-votes will have no effect on the result of the vote. The Board of Directors expects to
take the result of the advisory vote into consideration when making future compensation decisions.
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting
firm for fiscal year 2012 requires a majority of the votes cast at the Annual Meeting, either in person or by proxy.
Brokers may vote uninstructed shares on this matter. Abstentions will have no effect on the result of the vote. If a
majority of the votes cast are “AGAINST” ratification of the appointment of Ernst & Young, the Board of
Directors and the Audit Committee will reconsider its appointment.
What are broker non-votes?
If you hold shares through a broker, bank or other nominee, you may give voting instructions to such party
and the broker, bank or other nominee must vote as you directed. If you do not give any instructions, the broker,
bank or other nominee may vote on all routine matters, such as ratification of the appointment of an independent
registered public accounting firm, at its discretion. A broker, bank or other nominee, however, may not vote
uninstructed shares on non-routine matters, such as the election of directors or an advisory vote on executive
compensation, at its discretion. This is referred to as a broker non-vote.
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” votes than
“FOR” votes is required to tender his or her resignation for consideration by the Board of Directors. The
Corporate Governance and Nominating Committee will then make a recommendation to the Board of Directors
as to whether the Board of Directors should accept or reject such resignation. The Board of Directors will act on
the tendered resignation and publicly disclose its decision within 90 days following certification of the election
results. The director nominee in question will not participate in the deliberation process.
When are stockholder proposals for the 2013 Annual Meeting of Stockholders due?
In order to be eligible for inclusion in our proxy statement for our 2013 Annual Meeting of Stockholders,
stockholder proposals must be received no later than November 22, 2012. Stockholder proposals received after
November 22, 2012 would be untimely.
In order to be eligible for consideration at our 2013 Annual Meeting of Stockholders but not included in our
proxy statement, stockholder proposals must be received no later than February 17, 2013 nor earlier than
January 23, 2013.
All stockholder proposals must be in writing and received by the deadlines described above at our principal
executive offices at Starwood Hotels & Resorts Worldwide, Inc., One StarPoint, Stamford, Connecticut 06902,
Attention: Kenneth S. Siegel, Corporate Secretary. Stockholder proposals must be in the form provided in our
Bylaws and must include the information set forth in the Bylaws. If we do not receive the required information
on a timely basis, the proposal may be excluded from the proxy statement and from consideration at the 2013
Annual Meeting of Stockholders.
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