Starwood 2012 Annual Report Download - page 18

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement12
THE ANNUAL MEETING AND VOTING — QUESTIONS AND ANSWERS
The ratifi cation of the appointment of Ernst& Young LLP as our
independent registered public accounting fi rm for fi scal year 2013
requires a majority of the votes cast at the Annual Meeting, either
in person or by proxy. Brokers may vote uninstructed shares on
this matter. Abstentions will have no effect on the result of the
vote. If a majority of the votes cast are “AGAINST” ratifi cation of
the appointment of Ernst& Young LLP, the Board of Directors and
the Audit Committee will reconsider the appointment.
What are broker non-votes?
If you hold shares through a broker, bank or other nominee, you
may give voting instructions to such party and the broker, bank or
other nominee must vote as you directed. If you do not give any
instructions, the broker, bank or other nominee may vote on all routine
matters, such as ratifi cation of the appointment of an independent
registered public accounting fi rm, at its discretion. A broker, bank or
other nominee, however, may not vote uninstructed shares on non-
routine matters, such as the election of directors, the approval of a
compensation plan or an advisory vote on executive compensation,
at its discretion. This is referred to as a broker non-vote.
What happens if a director nominee does not receive
a“majority” of the votes cast?
Under our Bylaws, a director nominee, running uncontested,
who receives more “WITHHELD” votes than “FOR” votes is
required to tender his or her resignation for consideration by the
Board of Directors. The Corporate Governance and Nominating
Committee will then make a recommendation to the Board of
Directors as to whether the Board of Directors should accept
or reject such resignation. The Board of Directors will act on the
tendered resignation and publicly disclose its decision within
90days following certifi cation of the election results. The director
nominee in question will not participate in the deliberation process.
When are stockholder proposals for the 2014 Annual Meeting
ofStockholders due?
In order to be eligible for inclusion in our proxy statement for our
2014 Annual Meeting of Stockholders, stockholder proposals
must be received no later than December19, 2013. Stockholder
proposals received after December19, 2013 would be untimely.
In order to be eligible for consideration at our 2014 Annual Meeting
of Stockholders but not included in our proxy statement, stockholder
proposals must be received no later than March16, 2014, nor
earlier than February19, 2014.
All stockholder proposals must be in writing and received by
the deadlines described above at our principal executive offi ces
at Starwood Hotels& Resorts Worldwide, Inc., One StarPoint,
Stamford, Connecticut 06902, Attention: Kenneth S. Siegel,
Corporate Secretary. Stockholder proposals must be in the form
provided in our Bylaws and must include the information set
forth in the Bylaws. If we do not receive the required information
on a timely basis, the proposal may be excluded from the proxy
statement and from consideration at the 2014 Annual Meeting
of Stockholders.
Where can I fi nd more information about my voting rights as a
stock holder?
The SEC has an informational website that provides stock holders with general information about how to cast their vote and why voting
should be an and important consideration for s tock holders. You may access that information at investor.gov or at sec.gov/spotlight/
proxymatters.shtml.