Starwood 2015 Annual Report Download - page 50

Table of Contents
Equity Compensation Plan Information
The following table provides information as of December 31, 2015 regarding shares that may be issued under equity compensation plans maintained by the
Company:
Plan Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)
Weighted-
Average Exercise
Price of
Outstanding
Options, Warrants
and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
Equity compensation plans
approved by security
holders 942,240 (1) $ 44.89 (2) 10,338,142 (3)
Equity compensation plans not approved
by security
holders — — —
TOTAL 942,240 $ 44.89 10,338,142
(1) Amount includes maximum estimated future payouts for the performance awards of 716,444 shares, and thus may overstate expected dilution.
(2) Weighted-average exercise price is representative of outstanding stock option awards only.
(3) All of these shares may be used for awards other than upon the exercise of an option, warrant or right. In addition, 9,631,558 shares remain available for issuance under our
Employee Stock Purchase Plan, a stock purchase plan meeting the requirements of Section 423 of the Code.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Director Independence
In accordance with NYSE rules, the Board makes an annual determination as to the independence of the directors and director nominees. A director or director
nominee is not deemed independent unless the Board affirmatively determines that such director or director nominee has no material relationship with us, directly
or as an officer, stockholder or partner of an organization that has a relationship with us. The Board observes all criteria for independence established by the NYSE
listing standards and other governing laws and regulations. When assessing materiality of a director’s relationship with us, the Board considers all relevant facts
and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation, and the
frequency or regularity of the services, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are
being provided substantially on the same terms to us as those prevailing at the time from unrelated parties for comparable transactions. Material relationships can
include any commercial, banking, consulting, legal, accounting, charitable or other business relationships each director or director nominee may have with us. In
addition, the Board consults with our external legal counsel to ensure that the Board’s determinations are consistent with all relevant securities laws and other
applicable laws and regulations regarding the definition of “independent director,” including but not limited to those set forth in pertinent listing standards of the
NYSE.
Our Board has determined that each of the directors except for Mr. Mangas is “independent” under the NYSE rules and that these directors have no material
relationship with us that would prevent the directors from being considered independent. In addition, it was taken into account that five of the non-employee
directors, Messrs. Daley, Duncan, Hippeau and Quazzo and Ms. Galbreath, have no relationship with us except as a director and stockholder of the Company and
that the remaining four non-employee directors, Messrs. Clarke, Lewis and
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