Starwood 2015 Annual Report Download - page 3

Table of Contents
EXPLANATORY NOTE
Starwood Hotels & Resorts Worldwide, Inc. (or the Company) is filing this Amendment No. 1 on Form 10-K/A (or this Amendment) to its Annual Report on Form
10-K for the fiscal year ended December 31, 2015 (or the Original Form 10-K), which was filed with the Securities and Exchange Commission (or the SEC) on
February 25, 2016, solely to include information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K. This information was previously omitted from
the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in
the Form 10-K by reference from a definitive proxy statement if such statement is filed no later than 120 days after the Company’s fiscal year end. The Company is
filing this Amendment to include the Part III information in its Form 10-K because the Company does not expect to file a definitive proxy statement containing this
information before that date.
This Amendment amends and restates in its entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Form 10-K, and it deletes the reference on the cover of
the Original Form 10-K to the incorporation by reference to portions of the definitive proxy statement into Part III of the Original Form 10-K. Except as expressly
set forth herein, this Amendment does not reflect events occurring after the date of the Original Form 10-K or modify or update any of the other disclosures
contained therein in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with
the Original Form 10-K and the Company’s other filings with the SEC.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Board of Directors
The Board of Directors of the Company is currently comprised of 10 members, each of whom is elected for a one-year term. The following sets forth, for each of
the members of the Board of Directors as of the date of this Amendment, certain information regarding such Director.
Thomas B. Mangas. Mr. Mangas, 48, has been Chief Executive Officer of the Company since December 31, 2015. Previously, Mr. Mangas was Executive Vice
President and Chief Financial Officer of the Company from September 2014 to December 2015. Prior to joining the Company, Mr. Mangas served as Executive
Vice President & Chief Executive Officer of Armstrong Floor Products, a division of Armstrong World Industries, Inc., a designer and manufacturer of floors and
ceilings, from November 2013 to September 2014, and as Senior Vice President & Chief Financial Officer of Armstrong World Industries, Inc. from February 2010
to November 2013. Mr. Mangas spent 20 years at The Procter & Gamble Company, a global consumer packaged goods company, in progressively senior roles and,
from August 2008 to January 2010, served as Vice President, Finance & Accounting for the Global Beauty & Grooming business of The Procter & Gamble
Company. Mr. Mangas is a director and the Chair of the Audit Committee of ATD Corporation, the indirect parent of American Tire Distributor Holdings Inc., a
leading replacement tire distributor in the United States. We believe Mr. Mangas’ industry and leadership experience, particularly as CEO (and prior to that as
Executive Vice President and CFO) of our Company, as Executive Vice President and CFO of Armstrong Floor Products and in various senior executive roles at
Procter & Gamble, his significant corporate finance and accounting experience, his global business experience and his public company director and committee
experience qualify him to serve on the Board of Directors.
Bruce W. Duncan. Mr. Duncan, 64, has been President, Chief Executive Officer of First Industrial Realty Trust, Inc., a real estate investment trust that engages in
the ownership, management, acquisition, sale, development and redevelopment of industrial real estate properties, since January 2009. On January 20, 2016 he was
named to the additional position of Chairman of the Board. From April to September 2007, Mr. Duncan served as Chief
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