Starwood 2012 Annual Report Download - page 75

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 69
SOLICITATION COSTS
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 offi cer, 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, 2012, 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17, 2013. 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 fi rms and other custodians, nominees and fi duciaries for
expenses incurred in sending proxy materials to benefi cial 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 $17,500 plus reasonable out-of-pocket expenses.