Starwood 2011 Annual Report Download - page 18

Our Board of Directors has determined that each of the directors and director nominees, with the exception
of Mr. van Paasschen, is “independent” under the NYSE rules and that these directors have no material
relationship with the Company that would prevent the directors from being considered independent. Mr. van
Paasschen, as Chief Executive Officer and President of the Company, is not an “independent” director under the
NYSE rules.
In making this determination, the Board of Directors took into account that three of the non-employee
directors, Messrs. Aron and Daley and Ms. Galbreath, have no relationship with the Company except as a
director and stockholder of the Company and that the remaining six non-employee directors have relationships
with companies that do business with the Company that are consistent with the NYSE independence standards as
well as independence standards adopted by the Board of Directors.
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, One StarPoint, Stamford,
Connecticut 06902 or contact us online at www.hotethics.com. It is important that you identify yourself as a
stockholder or an interested party in the correspondence. If the correspondence contains complaints about our
Company’s accounting, internal or auditing matters or is directed to the non-employee directors, the Corporate
Secretary will advise 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 altogether 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
Investor Relations Department of the Company, One StarPoint, Stamford, Connecticut 06902. 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 qualifies. Set forth below is information
as of March 9, 2012 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
of Directors if elected. If a nominee becomes unavailable for election, proxy holders and stockholders may vote
for another nominee proposed by the Board of Directors or, as an alternative, the Board of Directors may reduce
the number of directors to be elected at the meeting.
On February 16, 2012, Kneeland C. Youngblood, a director of the Company since 2001, notified the Board
of Directors of his intention not to stand for re-election at the Annual Meeting. Dr. Youngblood will continue to
serve on the Board of Directors and the Compensation and Option and Audit Committees of the Board until
immediately prior to the Annual Meeting.
The director nominees, if elected, will serve until the 2013 Annual Meeting or until their successor is duly
elected and qualifies.
Frits van Paasschen, 51, has been Chief Executive Officer and President of the Company since September
2007. From March 2005 until September 2007, he served as President and Chief Executive Officer of Molson
Coors Brewing Company’s largest division, Coors Brewing Company, a brewing company, prior to its merger
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