Starwood 2011 Annual Report Download - page 63

purposes of the policy, a “Related Person Transaction” means any transaction involving the Company in which a
Covered Person has a direct or indirect material interest. A transaction involving entities controlled by the
Company shall be deemed a transaction in which the Company participates. However, we recognize that in some
circumstances transactions between us and related persons may be incidental to the normal course of business or
provide an opportunity that is in the best interests of the Company, or that is not inconsistent with the best
interests of the Company, or is more efficient to pursue than an alternative transaction. The Board has charged
the Governance Committee with establishing and periodically reviewing our Related Person Transaction Policy.
A copy of the policy is posted on our website at www.starwoodhotels.com/corporate/investor_relations.html.
The Related Person Transaction Policy also governs certain corporate opportunities to ensure that Corporate
Opportunities are not pursued by Covered Persons unless and until the Company has determined that it is not
interested in pursuing said opportunity. For purposes of the policy, a “Corporate Opportunity” means any
opportunity (i) that is within the Company’s existing line of business or is one in which the Company either has
an existing interest or a reasonable expectancy of an interest; and (ii) the Company is reasonably capable of
pursuing.
Under the Related Person Transaction Policy, except as otherwise provided, each director, executive officer,
and 5% Holder is required to submit any such Related Person Transaction or Corporate Opportunity to the
Governance Committee for review. In its review, the Governance Committee is to consider all relevant facts and
circumstances to determine whether it should (i) reject the proposed transaction; (ii) conclude that the proposed
transaction is appropriate and suggest that the Company pursue it on the terms presented or on different terms,
and in the case of a Corporate Opportunity, suggest that the Company pursue the Corporate Opportunity on its
own, with the party who brought the proposed transaction to the Company’s attention or with another third party;
or (iii) ask the Board of Directors to consider the proposed transaction so that the Board of Directors may then
take either of the actions described in (i) or (ii) above, and, at the Governance Committee’s option, in connection
with (iii), make a recommendation to the Board of Directors.
Any person bringing a proposed transaction to the Governance Committee is obligated to provide any and
all information requested by the Governance Committee and, in the case of a director, such director must recuse
himself or herself from any vote or other deliberation on the matter.
The policy may be changed at any time by the Board of Directors.
OTHER MATTERS
The Board of Directors is not aware of any matters not referred to in this proxy statement that may properly
be presented for action at the Annual Meeting. The deadline for stockholders to submit matters for consideration
at the Annual Meeting and have it included in these proxy materials was November 22, 2011, and the deadline
for stockholders to submit matters for consideration at the Annual Meeting without having the proposal included
in these proxy materials expired on February 20, 2012. However, if any other matter properly comes before the
Annual Meeting, it is the intention of the persons named in the enclosed proxy to vote the shares represented
thereby in accordance with their discretion.
SOLICITATION COSTS
The Company will pay the cost of soliciting proxies for the Annual Meeting, including the cost of mailing.
The solicitation is being made by mail and over the Internet and may also be made by telephone or in person
using the services of a number of regular employees of the Company at nominal cost. The Company will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for expenses incurred in
sending proxy materials to beneficial owners of shares. The Company has engaged D.F. King & Co., Inc. to
solicit proxies and to assist with the distribution of proxy materials for a fee of $19,500 plus reasonable
out-of-pocket expenses.
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