Starwood 2011 Annual Report Download - page 24

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors has appointed and is requesting ratification by stockholders of the appointment of
Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for
fiscal year 2012. While not required by law, the Board is asking its stockholders to ratify the selection of Ernst &
Young as a matter of good corporate governance practice. Representatives of Ernst & Young are expected to be
present at the Annual Meeting, will have an opportunity to make a statement, if they desire to do so, and will be
available to respond to appropriate questions. If the appointment of Ernst & Young is not ratified, the Board and
the Audit Committee will reconsider the selection of Ernst & Young as the independent registered public
accounting firm for fiscal year 2012.
The Board of Directors unanimously recommends a vote “FOR” ratification of the appointment of Ernst &
Young as the Company’s independent registered public accounting firm for fiscal year 2012.
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
The Board of Directors is committed to the highest standards of corporate governance and recognizes the
significant interest of stockholders and investors in executive compensation matters.
The Company has designed its executive compensation programs to attract, motivate, reward and retain the
senior management talent required to achieve our corporate objectives and increase stockholder value. We
believe 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 named executive
officers in the section entitled Compensation Discussion and Analysis beginning on page 20 of this proxy
statement.
At last year’s annual meeting, we provided our stockholders with the opportunity to cast a non-binding
advisory vote regarding the compensation of our named executive officers as disclosed in the proxy statement for
the 2011 Annual Meeting of Stockholders. Our stockholders overwhelmingly approved the proposal, with more
than 96% of the votes cast in favor of the proposal. We also asked our stockholders to indicate if we should hold
a “say-on-pay” vote every one, two or three years. Consistent with the recommendation of our Board of
Directors, our stockholders indicated by non-binding advisory vote their preference to hold a “say-on-pay” vote
annually. After consideration of the 2011 voting results, and based upon its prior recommendation, our Board of
Directors elected to hold “say-on-pay” votes on an annual basis. Accordingly, this year we are again asking our
stockholders to indicate their support for the compensation of our Chief Executive Officer, Chief Financial
Officer and our three most highly compensated executive officers, as determined for 2011 (the “Named
Executive Officers”) as disclosed in the Compensation Discussion and Analysis, compensation tables and
narrative discussion of this proxy statement, as required by Section 14A of the Exchange Act. 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 the philosophy, policies and practices related thereto. We expect to hold the next
“say-on-pay” vote in connection with our 2013 Annual Meeting of Stockholders.
Accordingly, we are asking our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders hereby approve, on a non-binding advisory basis, the
compensation paid to our Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K,
including the Compensation Discussion and Analysis, compensation tables and narrative discussion in our proxy
statement for the 2012 Annual Meeting of Stockholders.”
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