Starwood 2011 Annual Report Download - page 25

This “say-on-pay” vote is advisory, and therefore is not binding on the Company, the Compensation
Committee or the Board of Directors. However, the Compensation Committee and the Board of Directors value
the opinions of our stockholders and expect to consider the outcome of the “say-on-pay” vote when making
future compensation decisions.
The Board of Directors unanimously recommends a vote “FOR” the approval, on a non-binding advisory
basis, of the executive compensation program for the Company’s Named Executive Officers as disclosed in the
Compensation Discussion and Analysis, compensation tables and narrative discussion of this proxy statement.
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The table below shows the number of Company shares beneficially owned by principal stockholders who
beneficially own more than five percent of the Company’s outstanding shares as of March 9, 2012. The
information in this table is based upon the latest filings of either a Schedule 13D, Schedule 13G or Form 13F (or
amendments thereto) as filed by the respective stockholder with the SEC as of the date stated in the below
footnotes.
We calculate the stockholder’s percentage of ownership assuming the stockholder beneficially owned that
number of shares on March 9, 2012, the record date for the Annual Meeting. Unless otherwise indicated, the
stockholder had sole voting and dispositive power over the shares.
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
of Class
T. Rowe Price Associates, Inc.(1) ....................................... 19,508,619 9.90%
100 E. Pratt Street
Baltimore, MD 21202
Waddell & Reed Financial, Inc.(2) ...................................... 16,253,864 8.25%
6300 Lamar Avenue
Overland Park, KS 66202
The Vanguard Group, Inc.(3) .......................................... 10,379,391 5.27%
100 Vanguard Blvd.
Malvern, PA 19355
(1) Based on information contained in a Schedule 13G/A, dated February 14, 2012 (the “Price Associates 13G/
A”), filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC, with respect to the
Company, reporting beneficial ownership as of December 31, 2011. The Price Associates 13G/A reports
that Price Associates has sole voting power over 6,587,053 shares and sole dispositive power over
19,508,619 shares. These securities are owned by various individual and institutional investors which Price
Associates serves as an investment adviser with power to direct investments and/or sole power to vote the
securities. For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed
to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact,
the beneficial owner of such securities.
(2) Based on information contained in a Schedule 13G/A, dated February 14, 2012 (the “Waddell & Reed 13G/
A”), filed by Waddell & Reed Financial, Inc. (WDR”), Waddell & Reed Financial Services, Inc.
(“WRFSI”), Waddell & Reed, Inc. (“WRI”), Waddell & Reed Investment Management Company
(“WRIMCO”), and Ivy Investment Management Company (“IICO”) (collectively “Waddell & Reed”) with
the SEC, with respect to the Company reporting beneficial ownership as of December 31, 2011. The
Waddell & Reed 13G/A reports that Waddell & Reed has sole voting power and sole dispositive power over
16,253,864 shares as follows: WDR holds 16,253,864 shares indirectly; WRFSI holds 3,646,205 shares
indirectly; WRI holds 3,646,205 shares indirectly; WRIMCO holds 3,646,205 shares directly; and IICO
holds 12,607,659 shares directly.
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