Starwood 2012 Annual Report Download - page 17

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 11
THE ANNUAL MEETING AND VOTING — QUESTIONS AND ANSWERS
Are votes confi dential? Who counts the votes?
The votes of all stockholders are kept confi dential except:
• as necessary to meet applicable legal requirements and to
assert or defend claims for or against us;
•in case of a contested proxy solicitation;
• if a stockholder makes a written comment on the proxy card
or otherwise communicates his or her vote to management; or
• to allow the independent inspector of election to certify the
results of the vote.
We have retained Broadridge Financial Solutions to tabulate
the votes. We have retained The Carideo Group, Inc. to act as
independent inspector of the election.
How can I confi rm my vote was counted?
In furtherance of our commitment to the highest standards of
corporate governance practices, we are once again offering our
stockholders the opportunity to confi rm that their votes were
cast in accordance with their instructions. We believe that a vote
confi rmation mechanism promotes a more fair and transparent
electoral process. Beginning May 15, 2013 through July 30, 2013,
you may confi rm your vote beginning twenty-four hours after your
vote is received, whether it was cast by proxy card, electronically or
telephonically. To obtain vote confi rmation, log onto www.proxyvote.
com using your control number (located on your Notice or proxy
card) and receive confi rmation on how your vote was cast. If you
hold your shares through a bank or brokerage account, the ability
to confi rm your vote may be affected by the rules of your bank or
broker and the confi rmation will not confi rm whether your bank or
broker allocated the correct number of shares to you.
How does the Board recommend that I vote?
The Board of Directors recommends that you vote:
•“FOR” each of the eleven director nominees;
• “FOR” approval of the non-binding advisory vote on the
compensation of our named executive offi cers;
• “FOR” approval of Starwood’s 2013 Long-Term Incentive
Compensation Plan; and
• “FOR” ratifi cation of the appointment of Ernst& Young LLP
as our independent registered public accounting fi rm for fi scal
year 2013.
What vote is needed to approve each proposal?
The election of directors requires a plurality of votes cast in the
election of directors at the Annual Meeting, either in person or by
proxy. The eleven nominees who receive the largest number of
“FOR” votes will be elected to serve as directors until the 2014
Annual Meeting of Stockholders and until their successors are
duly elected and qualifi ed. Stockholders cannot cumulate votes in
the election of directors. Brokers are not permitted to vote on the
election of directors without instructions from the benefi cial owner,
so if you hold your shares through a broker or other nominee,
your shares will not be voted in the election of directors unless
you affi rmatively vote your shares in accordance with the voting
instructions provided by such broker or other nominee. Instructions
to “ABSTAIN” will have no effect on the result of the vote.
Adoption of a resolution approving, on a non-binding advisory
basis, the compensation of our named executive offi cers requires
a majority of the votes cast at the Annual Meeting, either in person
or by proxy. Abstentions and broker non-votes will have no effect
on the result of the vote. The Board of Directors expects to take
the result of the advisory vote into consideration when making
future compensation decisions.
The approval of Starwood’s 2013 Long-Term Incentive Compensation
Plan requires a majority of the votes cast at the Annual Meeting,
either in person or by proxy. Brokers are not permitted to vote on the
approval of Starwood’s 2013 Long-Term Incentive Compensation
Plan without instructions from the benefi cial owner, so if you hold
your shares through a broker or other nominee, your shares will not
be voted on the approval of Starwood’s 2013 Long-Term Incentive
Compensation Plan unless you affi rmatively vote your shares in
accordance with the voting instructions provided by such broker
or other nominee. Instructions to “ABSTAIN” will have no effect
on the result of the vote.