Starwood 2012 Annual Report Download - page 27

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 21
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER
COMPENSATION
The Board of Directors is committed to the highest standards of
corporate governance and recognizes the signifi cant interest of
stockholders and investors in executive compensation matters.
The Company has designed its executive compensation programs
to attract, motivate, reward and retain the senior management
talent required to achieve our corporate objectives and increase
stockholder value. We believe that our compensation programs
are centered on pay-for-performance principles and are strongly
aligned with the long-term interests of our stockholders. See the
discussion of the compensation of our named executive offi cers
in the section entitled Compensation Discussion and Analysis
beginning on page37 of this proxy statement.
At both our 2011 and 2012 annual meetings, we provided our
stockholders with the opportunity to cast a non-binding advisory
vote regarding the compensation of our named executive offi cers
as disclosed in the proxy statements for those annual meetings
of stockholders. In both years, our stockholders overwhelmingly
approved the proposal, with more than 96% of the votes cast in
favor of the proposal in both 2011 and 2012. Accordingly, this year
we are again asking our stockholders to indicate their support for
the compensation of our offi cers named in the 2012 Summary
Compensation Table on page 55 of this proxy statement (our
named executive offi cers), as such compensation is disclosed in
the Compensation Discussionand Analysis, compensation tables
and narrative discussion of this proxy statement, as required by
Section14A of the Exchange Act. This “say-on-pay” vote is not
intended to address any specifi c item of compensation, but, rather,
the overall compensation of our named executive offi cers and the
philosophy, policies and practices related thereto. We conduct our
say-on-pay votes annually, and expect to hold the next say-on-pay
vote in connection with our 2014 Annual Meeting of Stockholders.
Accordingly, we are asking our stockholders to vote “FOR” the
following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders hereby approve,
on a non-binding advisory basis, the compensation paid to our
named executive offi cers, as disclosed pursuant to Item402 of
RegulationS-K, including the Compensation Discussionand
Analysis, compensation tables and narrative discussion in our
proxy statement for the 2013 Annual Meeting of Stockholders.”
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 of cers as disclosed in the
Compensation Discussionand Analysis, compensation
tables and narrative discussion of this proxy statement.
APPROVAL OF THE COMPANY’S 2013 LONG-TERM
INCENTIVE COMPENSATION PLAN
Overview
In February 2013, the Board, on the recommendation of the
Compensation Committee , unanimously adopted, subject to
stockholder approval, the Company’s 2013 Long-Term Incentive
Compensation Plan (the “2013 Plan”). The Board unanimously
recommends that stockholders approve the 2013 Plan. The 2013
Plan will become effective upon approval by the stockholders and
will replace the 2004 Long-Term Incentive Compensation Plan, as
amended (the “2004 Plan”). Outstanding awards under the 2004
Plan, however, will continue to be governed by the 2004 Plan.
No awards may be granted under the 2013 Plan after the tenth
anniversary of the date on which the stockholders approve the
2013 Plan. However, awards outstanding under the 2013 Plan
will continue to be governed by the 2013 Plan until all awards
granted prior to that date are no longer outstanding.
Awards are anticipated to be made under the 2013 Plan to further
enhance the alignment between executive pay and returns to our
stockholders. In particular, as described in the Compensation
Discussion and Analysis beginning on page 37 of this proxy
statement, the Compensation Committee has approved the use
of performance share awards under which executives may earn
payouts measured by the Company’s three-year t otal s hareholder