Starwood 2012 Annual Report Download - page 16

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement10
THE ANNUAL MEETING AND VOTING — QUESTIONS AND ANSWERS
not wish to vote in person, you may authorize proxies to vote
your shares by written proxy, by telephone or over the Internet.
By Written Proxy.If you are a stockholder of record and wish to
authorize proxies to vote your shares by written proxy, you may
request a proxy card at any time by following the instructions
on the Notice. If you hold shares in “street name,” you should
receive instructions on how you may vote by written proxy from
your broker, bank or other nominee.
By Telephone or Internet.If you are a stockholder of record and
wish to authorize proxies to vote your shares by telephone or
over the Internet, you may use the toll-free telephone number or
access the electronic link to the proxy voting site by following the
instructions on the Notice. If you hold shares in “street name,” you
may authorize proxies to vote your shares by telephone or over
the Internet if your broker, bank or other nominee makes these
methods available, in which case you will receive instructions with
the proxy materials.
Each share represented by a properly completed written proxy or
properly authorized proxy by telephone or over the Internet will be
voted at the Annual Meeting in accordance with the stockholder’s
instructions specifi ed in the proxy, unless such proxy has been
revoked. If no instructions are specifi ed, the shares will be voted
“FOR” the election of each of the eleven nominees for director
named in this proxy statement, “FOR” the approval, on a non-
binding advisory basis, of the compensation of our named executive
offi cers, “FOR” the approval of Starwood’s 2013 Long-Term Incentive
Compensation Plan, “FOR” ratifi cation of the appointment of Ernst&
Young LLP as our independent registered public accounting fi rm
for fi scal year 2013, and, with respect to other matters to properly
come before the meeting, pursuant to the discretionary authority
granted in the proxy to the proxy holder.
How many Notices will I receive? What does it mean if I receive
more than one Notice?
If you are a stockholder of record, you will receive only one Notice
(or proxy card upon request) for all of the shares of common
stock you hold in certifi cate form, book entry form and in any of
our savings plans.
If you hold shares in “street name,” you will receive one Notice or
voting instruction form for each account you have with a bank or
broker. If you hold shares in multiple accounts, you may need to
provide voting instructions for each account. Please sign and return
all proxy cards or voting instruction forms you receive to ensure
that all of the shares you hold are voted.
What if I hold shares through the Company’s 401(k) savings plan
or employee stock purchase plan?
If you participate in the Company’s Savings and Retirement Plan
(the “Savings Plan”) or Employee Stock Purchase Plan (the “ESPP”),
your proxy card or vote by telephone or over the Internet will serve
as a voting instruction for the trustee of the Savings Plan or ESPP.
Whether you authorize your vote by proxy card, telephone or over
the Internet, you must transmit your vote to the transfer agent on or
prior to 11:59 p.m., Eastern Time on May24, 2013. If you participate
in the Savings Plan and your vote is not received by the transfer
agent by that date or if you sign and return your proxy card without
specifying your voting instructions, the trustee for the Savings Plan
will vote your shares in the same proportion as the other shares for
which such trustee has received timely voting instructions unless
contrary to the Employee Retirement Income Security Act of 1974,
as amended (“ ERISA”) . If you participate in the ESPP and your
proxy card is not received by the transfer agent by that date or if
you sign and return your proxy card without specifying your voting
instructions, the trustee of the ESPP will not vote your shares.
If I submit a proxy, may I later revoke it and/or change my vote?
If you are a stockholder of record or hold shares in “street name,”
you may revoke your proxy and change your vote at any time before
the fi nal vote at the Annual Meeting by:
•signing and returning another proxy card with a later date;
• submitting a proxy on a later date by telephone or over the
Internet (only your latest proxy will be counted); or
• attending the meeting and voting in person if you hold your
shares in your own name or, provided you have obtained a
legal proxy from your broker, bank or other nominee, if you are
a stockholder who holds shares in “street name.”