annual report starwood
TRANSCRIPT
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2013 PROXY STATEMENT & 2012 ANNUAL REPORT
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5% SAMESTOREWORLDWIDEREVPAR IN CONSTANT DOLLARS
10% MANAGEMENT ANDFRANCHISE FEE
69 HOTELS OPENED, WITH NEARLY18,000 ROOMS
131 SIGNED DEALS FOR NEW HOTELS,GROWING OUR PIPELINE TO 400 HOTELS
$550 MILLION RETURNED
TO SHAREHOLDERS
Dear FellowStockholders
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The global recovery continued through
2012, despite changing governments and
economic uncertainty. The major trends
driving growth in demand for high-end
travel enabled Starwood to perform well.
By the numbers, we:
Grew Same Store Worldwide RevPAR by 5% inconstant dollars and Management and Franchise Feesby over 10%
Opened 69 hotels, with nearly 18,000 rooms, includ-ing the Sheraton Macao, our largest hotel
Signed 131 deals for new hotels, growing our pipelineto 400 hotels, with 100,000 rooms
Sold eight hotels for $540 million
Invested over $300 million in our owned hotels,
including trophy properties like the Gritti Palace inVenice and the Alfonso XIII in Seville
Generated $684 million in residential sales at The St.Regis Bal Harbour Resort
Returned over $550 million to stockholders byincreasing our dividend by 150% and repurchasing 6.3million shares
We delivered these results thanks to the
efforts and expertise of our 171,000 associ-
ates in nearly 100 countries.
Unprecedented Growth
in Global TravelWe are putting the nal touches on this
letter from our month-long relocation to
Dubai. Our executive team is here to see
rsthand the development in this new
global crossroads and to work side by
side with our local teams to continue
our growth.
Dubai can already lay claim to being
second only to New York as the city with
the largest number of Starwood hotels (14).
Fueling the growth in travel and demandfor hotels in Dubai and other markets is
the rising global middle class, which is
expected to grow from 2 billion to nearly
5 billion people in the next 20 years. New
cities are being built, old ones expanded
and more people than ever before have
the means to travel. The construction of
roads, rail and airports is creating demand
for hotels in places where it never existed
before. And a more connected world
means more global business and more
executives traveling to new markets in
search of opportunities. The result already
is rapid growth in passenger trafc in
airports like Dubai, Chongqing, So Paulo
and Moscow.
We believe we are on the cusp of a golden
age in high-end travel and that Starwood
is uniquely positioned to outgrow our
competitors. We have the most global
portfolio of high-end, compelling brands;
local-smart teams with decades of
experience in markets around the world;
and a rst-mover advantage in places like
China, India, the Middle East and Africa.
Sustaining InnovationInnovation is what lies behind our brands,
enabling them to stand out in a crowded
marketplace and offering travelers distinct
experiences. Starwoods history of ga-
mechanging ideas goes back to the
creation of W Hotels, the Westin Heavenly
Bed and Starwood Preferred Guest (SPG)
with no blackouts. In the past few years,
werolled out the Link@Sheraton, a rst-of
its-kind cybercafe. And we launched Aloft
and Element, both of which promise to beas disruptive to their segments as W has
been to luxury.
In 2012, we turned our innovation lens back
to loyalty. SPG was already the industrys
leading program. And we made it even
more valuable for SPG members and our
hotels by introducing new benets. Your24
allows our most loyal guests to keep their
room for a full 24 hours regardless of when
they checked in, and lifetime membership
recognizes guests who have stayed with us
over time. For our members who stay over
100 nights a year, we give them access to
a personal Starwood Ambassador to takecare of everything Starwood and more.
We like to say we have created Loyalty
Beyond Reason, winning a greater share of
business from the growing ranks of global
mega-travelers.
Innovation only matters if it drives results.
Our transformation of SPG in 2012 drove
a 12% year-over-year increase in revenue
to our hotels from SPG members. And
revenue from Platinum SPG members was
up 16%.
Our innovation lens is also focused on the
mobile revolution. Mobile bookings are now
growing even faster than we bookings did
a decade ago. In fastgrowing economies,
mobile often is already leapfrogging tra-
ditional channels. So in 2012, we launched
our latest SPG App for both iPhone and
Android. It has all the features you might
expect like viewing hotel details, making
bookings and managing your SPG account.
But theres more. It connects guests to
Starwood through text, email, voice and
video chat. While guests are staying at our
properties, the Apps State Aware tech-
nology changes the interface and provides
helpful information about the property
and local area. For example, it shows the
hotel address in Chinese to help you take ataxi to the stunning new Sheraton Huzhou.
Were already seeing great results. During
2012, the App was installed over 600,000
times, and mobile bookings more than
doubled over 2011 And on our Chinese App
after just a few months, mobile accounted
for half of our web bookings.
Looking AheadStarwood is already the leading global
high-end hotel company, and in 2012, we
generated 35% of our fees outside of
mature markets. With 80% of our future
hotel openings planned in these high-
growth markets, we are growing where
demand is growing. Our focus on the
high end is also paying off, as interest in
high-end and luxury travel has more than
bounced back it has reached new heights.
The Sheraton and Le Mridien brands, forexample, have never been stronger in
terms of their performance,guest sat-
isfaction and future growth. And their
long-standing presence around the world
provides the foundation for two of the fast-
est-growing brands in hospitality history
W and Aloft. The simple truth is that having
great hotels begets even more growth as
more guests, customers and developers
become connected to our brands.
We enter 2013 with the strongest bal-
ancesheet in the history of our company,
perhaps the fastest-growing luxury hotel
portfolio in the industry and the largesthigh-end global footprint of hotels. As
a result, we expect to generate strong
free cash ow and to continue delivering
market-leading returns to stockhold-
ers. Specically, we expect to grow with
our high-quality global pipeline in rapidly
growing markets and with higher rates
in mature markets with tight supply, like
North America and Europe. All the while,
we will generate cash from selling hotels
and from vacation ownership.
Thank you for your condence in Starwood
As we leave Dubai and the Middle East,
we hope to see even faster growth in the
region, just as we did after our temporary
relocation to China a couple of years ago.
I wish you many wonderful stays atStar-
wood properties in 2013, and as we say on
Facebook, Twitter and Weibo, we hope you
enjoy the #SPGLife.
Frits van Paasschen
Chief Executive Ofcer
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StarwoodHotels & Resorts
Worldwide, Inc.2013 Proxy Statement & 2012 Annual Report
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One StarPointStamford, CT 06902April 18, 2013
Dear Stockholder:
We cordially invite you to attend our 2013 Annual Meeting of Stockholders (the Annual Meeting), which will be held on May 30, 2013, at
10:00 a.m., local time, at the Sheraton New Orleans Hotel, 500 Canal Street, New Orleans, Louisiana 70130.
At the Annual Meeting, you will be asked to (i) elect eleven director nominees to serve on our board of directors until the 2014 Annual
Meeting of Stockholders, (ii) approve, on a non-binding advisory basis, the compensation of our named executive ofcers, (iii) approve
Starwoods 2013 Long-Term Incentive Compensation Plan, (iv) ratify the appointment of Ernst & Young LLP as our independent reg-
istered public accounting rm for the scal year ending December 31, 2013 and (v) act on any other matters that may be properly
presented at the Annual Meeting or any adjournment or postponement thereof.
We hope you will attend the Annual Meeting, but whether or not you are planning to attend, we encourage you to vote your shares.
You can vote in person at the Annual Meeting or authorize proxies to vote your shares either by telephone, electronically through the
Internet, or by completing, signing and returning your proxy card by mail prior to the Annual Meeting. To ensure your vote is counted,
please vote as promptly as possible.
We thank you for your continued support and look forward to seeing you at the Annual Meeting.
Sincerely,
Frits van PaasschenChiefExecutiveOfcer
Bruce W. DuncanPresident Chairman of the Board
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Kenneth S. SiegelCorporate Secretary
Notice of Annual Meetingof Stockholders
May 30, 201310:00 a.m. local time
The Sheraton New Orleans Hotel,500 Canal Street
New Orleans, Louisiana 70130
ITEMS OF BUSINESS:
1. To elect eleven directors to serve until the 2014 Annual
Meeting of Stockholders and until their successors are duly
elected and qualied.
2. To consider and vote upon a proposal to approve, on a non-binding
advisory basis, the compensation of our named executive ofcers;
3. To approve Starwoods 2013 Long-Term Incentive Compensation
Plan;
4. To consider and vote upon a proposal to ratify the appointment of
Ernst & Young LLP as our independent registered public accounting
rm for scal year 2013;
5. To transact such other business as may properly come before themeeting or any postponement or adjournment thereof.
By Order of the Board of Directors,
THE BOARD OF DIRECTORS URGES YOU TO VOTE IN PERSON AT
THE ANNUAL MEETING OR TO AUTHORIZE PROXIES TO VOTEYOUR SHARES BY TELEPHONE, THROUGH THE INTERNET OR BY
COMPLETING, SIGNING AND RETURNING YOUR PROXY CARD PRIOR
TO THE ANNUAL MEETING.
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Table of ContentsPROXY SUMMARY ...................................................................... 12
DIRECTORS NOMINEES ............................................................ 34
ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION...................................................... 4
PROXY STATEMENT FOR 2013 ANNUAL
MEETING OF STOCKHOLDERS ............................................. 5
THE ANNUAL MEETING AND VOTING
QUESTIONS AND ANSWERS.................................................. 68
THE COMPANYS 2013 LONG-TERM
INCENTIVE COMPENSATION PLAN .................................... 91
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1 | Starwood Annual Report
This summary highlights information contained
elsewhere in this proxy statement. This summary
does not contain all of the information that you
should consider, and you should read the entire
proxy statement carefully before voting. Pagereferences (XX) are supplied to help you nd
further information in this proxy statement.
Voting Matters and Board RecommendationsElection of Directors FOR each Director Nominee
Advisory Vote to Approve Named Executive Ofcer Compensation FOR
Approval of 2013 Long-Term Incentive Compensation Plan FOR
Advance Voting Methods
Even if you plan to attend the 2013 Annual
Meeting of Stockholders in person, please
vote right away using one of the following
advance voting methods. Make sure to
have your proxy card or Notice of Meeting
and Internet Availability of Proxy Materials
in hand and follow the instructions.
You can vote in advance in one of the
following ways:
VIA THE INTERNET: Visit the websitelisted on your proxy card or Notice.
BY TELEPHONE: Call the telephonenumber on your proxy card or follow the
instructions on the Notice.
BY MAIL: Follow the instructions on theNotice to request a paper copy of the
materials, which will include a proxy card
that you mark, sign, date and mail in the
provided postage- paid envelope.
Business Highlights:
Results for the year ended December 31,
2012 were strong. We performed well
along all four key drivers of value. We
held our costs in check for the fourth year
in a row, grew our footprint with quality
hotels and contracts, sustained high
Revenue Per Available Room (RevPAR)
and occupancies in an uncertain environ-
ment, and realized signicant value fromreal estate sales. Our results for the year
ended December 31, 2012 beneted from
the sales of residential units at the St. Regis
Bal Harbour. During 2012, we closed sales
of 188 units and realized revenues of $684
million. From project inception through
December 31, 2012, we have closed con-
tracts and recognized revenue on 224 units
representing approximately 73% of the
total residential units.
Corporate Governance Highlights
Board Leadership Structure Our boardleadership structure consists of the
Chief Executive Ofcer and Presidentof the Company and ten outside
directors, including the Chairman and
four committee Chairs. The Board of
Directors believes that having a separate
independent director serve as Chairman
promotes clear, independent boardleadership and engagement. The Board
of Directors also believes it is well served
by having the Chief Executive Ofcerand President of the Company serve
as a member of the Board, as the Chief
Executive Ofcer and President of theCompany has primary responsibility
for managing the Companys day-to-
day operations and, consequently, a
unique understanding of the Companys
operations, and the hotel and leisure
industry generally.
PROXY SUMMARY
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Declassied Board Structure Each ofour directors is elected to serve for one
year only, until the next annual meeting
of stockholders and until his or her
successor is duly elected and qualied.
Director Independence Each of ourdirectors, with the exception of Mr. van
Paasschen, is independent under the
New York Stock Exchange (NYSE)
rules. Mr. van Paasschen, as Chief
Executive Ofcer and President ofthe Company, is not an independent
director. Each of our four standing
committees is fully independent.
Risk Oversight The Board of Directors
regularly receives reports from membersof the Companys senior management
regarding any strategic, operational,
nancial, legal, regulatory or reputationalrisk that the Company may be facing.
The Board of Directors then reviews
managements assessment, discusses
options for mitigating any such risk with
management, and directs management
to manage and minimize the Companys
exposure. The Boards committees assist
it with the risk oversight function as
follows:
the Audit Committee oversees the
Companys controls and compliance
activities and oversees managements
process for identifying and quantifying
risks facing the Company;
the Compensation and Option
Committee oversees risk associated with
our compensation policies and practices
and structures the Companys incentive
compensation in a way that discourages
the taking of excessive risks;
the Corporate Governance and
Nominating Committee oversees Board
processes and corporate governance-
related risk and annually reviews legal
and regulatory risk with the Companys
General Counsel; and
the Capital Committee oversees risks
related to our hotel portfolio, capital
improvement plans and capital budgets,
and any investments, divestitures,
signicant asset sales, mergers andacquisitions and other extraordinary
transactions.
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Frits van Paasschen 52 2007 CEO and President of Starwood NO None 0
Adam M. Aron 58 2006 CEO of the Philadelphia 76ers and Chairman and
CEO of World Leisure Partners, Inc.
Yes Audit, Comp 1
Charlene Barshefsky 62 2001 Senior International Partner at WilmerHale, LLP Yes Audit, Gov 3
Thomas E. Clarke 61 2008 President, New Business Development of Nike, Inc. Yes Audit, Comp 1
Clayton C. Daley,
Jr.
61 2008 Retired; former CFO and Vice Chair of The Procter
& Gamble Company
Yes Audit, Comp 2
Bruce W. Duncan 61 1999 President and CEO of First Industrial Reality Trust,
Inc.
Yes Gov 1
Lizanne Galbreath 56 2005 Managing Partner of Galbreath & Company Yes Capital, Gov 0
Eric Hippeau 61 1999 Partner with Lerer Ventures Yes Capital, Gov 0
Aylwin B. Lewis 57 2013 President and CEO of Potbelly Sandwich Works,
LLC
Yes Audit 1
Stephen R. Quazzo 53 199 CEO of Pearlmark Real Estate Partners, LLC Yes Capital 0
Thomas O. Ryder 68 2001 Retired; former Chairman and CEO of The Readers
Digest Association, Inc.
Yes Capital, Comp 3
Director Nominees
The following table provides summary information about each
Director nominee. Each Director stands for election annually.
Name Age
Director
Since Primary Occupation Independent
Committee
Membership
Other Current
Public Comapny
Board
Full committee names are as follows:
AuditAudit Committee
CapitalCapital Committee
CompCompensation and Option
Committee
GovCorporate Governance and Nominating
Committee
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The information in the charts below should be read in connection
with the explanatory information contained, and is qualied in its
entirety by reference to such explanatory information. Because of
rounding, percentages may not add up to 100%.
27%
14%
19%
19%
61%59%
CEO COMPENSATION MIX
TARGET
NEO COMPENSATION MIX
TARGET
BASE SALARY LTI BONUSBASE SALARY LTI BONUS
Set forth below is the 2012 compensation for each named executive ofcer as determined under Securitiesand Exchange Commission (SEC) rules. See the notes and narrative accompanying the 2012 SummaryCompensation Table on page 55 of this proxy statement for more information.
Name and Principal Position
Salary ($) Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
Frits van Paasschen
Chief Executive Ofcer and
President
1,250,000 4,327,101 1,172,036 2,300,000 53,902 9,103,039
Vasant M. Prabhu
Vice Chairman
and Chief Financial Ofcer
764,279 2,310,809 639,296 705,443 10,000 4,429,827
Sergio D. Rivera
Co-President, The Americas
699,912 1,258,469 255,726 1,764,240 26,894 4,005,241
Kenneth S. Siegel
Chief Administrative Ofcer,
General Counsel and Secretary
638490 12,770 1,476,605 404,877 587,411 10,000 3,130,153
Simon M. Turner
President, Global Development
763,991 1,310,690 1,065,480 705,443 10,000 3,855,604
Matthew E. Avril
Former President, Hotel Group
764,279 1,710,765 468,818 352,722 26,891 3,323,475
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How many shares must be present to hold the Annual Meeting?
n order for us to conduct the Annual Meeting, holders of a majority of the shares entitled to vote as of the close of business on the
record date must be present in person or by proxy. This constitutes a quorum for the transaction of business at the Annual Meeting.
You are counted as present if you attend the Annual Meeting and vote in person, if you properly authorize proxies to vote your shares
over the Internet or by telephone or if you properly execute and return a proxy card by mail prior to the Annual Meeting.
Abstentions and broker non-votes are counted as present for purposes of determining whether a quorum is present at the Annual
Meeting.
If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained. Whether or not a quorum is present when
the Annual Meeting is convened, the presiding ofcer may adjourn the Annual Meeting to a date not more than 120 days after April
3, 2013, the record date, without notice other than announcement at the Annual Meeting. If a motion is made to adjourn the Annual
Meeting, the persons named as proxies on the enclosed proxy card may vote your shares pursuant to the discretionary authority
granted in the proxy.
How do I vote my shares?
In Person. If you are a stockholder of record, you may vote in person at the Annual Meeting. If you hold shares in street name (through
a broker, bank or other nominee), you may also vote in person at the Annual Meeting provided you have legal proxy from such broker,
bank or other nominee to vote the shares held on your behalf. Please contact your broker, bank or other nominee for further information
on such proxy. You will not be able to vote your shares at the Annual Meeting without a legal proxy from your broker, bank or other
nominee. You will need to bring the legal proxy with you to the Annual Meeting and hand it in with a signed ballot that will be made
available and distributed at the Annual Meeting. If you do not plan to attend the Annual Meeting or do not wish to vote in person, you
may authorize proxies to vote your shares by written proxy, by telephone or over the Internet.
By Written Proxy. If you are a stockholder of record and wish to authorize proxies to vote your shares by written proxy, you may
request a proxy card at any time by following the instructions on the Notice. If you hold shares in street name, you should receive
instructions on how you may vote by written proxy from your broker, bank or other nominee.
By Telephone or Internet. If you are a stockholder of record and wish to authorize proxies to vote your shares by telephone or over the
Internet, you may use the toll-free telephone number or access the electronic link to the proxy voting site by following the instructions
on the Notice. If you hold shares in street name, you may authorize proxies to vote your shares by telephone or over the Internet ifyour broker, bank or other nominee makes these methods available, in which case you will receive instructions with the proxy materials.
Each share represented by a properly completed written proxy or properly authorized proxy by telephone or over the Internet will
be voted at the Annual Meeting in accordance with the stockholders instructions specied in the proxy, unless such proxy has been
revoked. If no instructions are specied, the shares will be voted FOR the election of each of the eleven nominees for director named in
this proxy statement, FOR the approval, on a non- binding advisory basis, of the compensation of our named executive ofcers, FOR
the approval of Starwoods 2013 Long-Term Incentive Compensation Plan, FOR ratication of the appointment of Ernst & Young LLP
as our independent registered public accounting rm for scal year 2013, and, with respect to other matters to properly come before the
meeting, pursuant to the discretionary authority granted in the proxy to the proxy holder.
How many Notices will I receive? What does it mean if I receive more than one Notice?
If you are a stockholder of record, you will receive only one Notice (or proxy card upon request) for all of the shares of common stock
you hold in certicate form, book entry form and in any of our savings plans.
If you hold shares in street name, you will receive one Notice or voting instruction form for each account you have with a bank orbroker. If you hold shares in multiple accounts, you may need to provide voting instructions for each account. Please sign and return all
proxy cards or voting instruction forms you receive to ensure that all of the shares you hold are voted.
Questions & Answers
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What if I hold shares through the Companys 401(k) savings plan or employee stock
purchase plan?
If you participate in the Companys Savings and Retirement Plan (the Savings Plan) or Employee Stock Purchase Plan (the ESPP),
your proxy card or vote by telephone or over the Internet will serve as a voting instruction for the trustee of the Savings Plan or ESPP.
Whether you authorize your vote by proxy card, telephone or over the Internet, you must transmit your vote to the transfer agent on
or prior to 11:59 p.m., Eastern Time on May 24, 2013. If you participate in the Savings Plan and your vote is not received by the transfer
agent by that date or if you sign and return your proxy card without specifying your voting instructions, the trustee for the Savings Plan
will vote your shares in the same proportion as the other shares for which such trustee has received timely voting instructions unless
contrary to the Employee Retirement Income Security Act of 1974, as amended (ERISA). If you participate in the ESPP and your proxy
card is not received by the transfer agent by that date or if you sign and return your proxy card without specifying your voting instruc-
tions, the trustee of the ESPP will not vote your shares.
If I submit a proxy, may I later revoke it and/or change my vote?
If you are a stockholder of record or hold shares in street name, you may revoke your proxy and change your vote at any time before
the nal vote at the Annual Meeting by: signing and returning another proxy card with a later date; submitting a proxy on a later date by telephone or over the Internet (only your latest proxy will be counted); or attending the meeting and voting in person if you hold your shares in your own name or, provided you have obtained a legal proxy from your broker, bank or other nominee, i
you are a stockholder who holds shares in street name.
How does the Board recommend that I vote?
The Board of Directors recommends that you vote:
FOR each of the eleven director nominees; FORapprovalofthenon-bindingadvisoryvoteonthecompensationofournamedexecutiveofcers; FOR approval of Starwoods 2013 Long-Term Incentive Compensation Plan; and FORraticationoftheappointmentofErnst&YoungLLPasourindependentregisteredpublicaccountingrmforscalyear2013.
What vote is needed to approve each proposal?
The election of directors requires a plurality of votes cast in the election of directors at the Annual Meeting, either in person or by proxy.
The eleven nominees who receive the largest number of FOR votes will be elected to serve as directors until the 2014 Annual Meeting
of Stockholders and until their successors are duly elected and qualied. Stockholders cannot cumulate votes in the election of directors
Brokers are not permitted to vote on the election of directors without instructions from the benecial owner, so if you hold your shares
through a broker or other nominee, your shares will not be voted in the election of directors unless you afrmatively vote your shares in
accordance with the voting instructions provided by such broker or other nominee. Instructions to ABSTAIN will have no effect on the
result of the vote.
Adoption of a resolution approving, on a non-binding advisory basis, the compensation of our named executive ofcers requires a
majority of the votes cast at the Annual Meeting, either in person or by proxy. Abstentions and broker non-votes will have no effecton the result of the vote. The Board of Directors expects to take the result of the advisory vote into consideration when making future
compensation decisions.
The approval of Starwoods 2013 Long-Term Incentive Compensation Plan requires a majority of the votes cast at the Annual Meeting,
either in person or by proxy. Brokers are not permitted to vote on the approval of Starwoods 2013 Long-Term Incentive Compensation
Plan without instructions from the benecial owner, so if you hold your shares through a broker or other nominee, your shares will not be
voted on the approval of Starwoods 2013 Long-Term Incentive Compensation Plan unless you afrmatively vote your shares in accor-
dance with the voting instructions provided by such broker or other nominee. Instructions to ABSTAIN will have no effect on the result
of the vote.
Where can I nd more information about my voting rights as a stockholder?
The SEC has an informational website that provides stockholders with general information about how to cast their vote and why voting
should be an and important consideration for stockholders. You may access that information at investor.gov or at sec.gov/spotlight/
proxymatters.shtml.
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StarwoodHotels & ResortsWorldwide, Inc.2013 proxy statement & 2012 annual report
Corporate HeadquartersStarwood Hotels & Resorts Worldwide, Inc.
One StarPoint
Stamford, CT 06902
203 964 6000
starwoodhotels.com
Investor RelationsStarwood Hotels & Resorts Worldwide, Inc.
One StarPoint
Stamford, CT 06902203 351 3500
Independent Registered
Public Accounting FirmErnst & Young LLP, New York, NY
Stock Registrar and Transfer AgentRegistered shareholders with questions about
stock certicates, account information, dividend
payments or stock transfers should contact the
Companys transfer agent at:
AmericanStockTransfer&TrustCompany,LLC
6201 15th AvenueBrooklyn, NY 11219800 350 [email protected]
Request Electronic or Print Copy of
Annual ReportA copy of the Annual Report of Starwood
Hotels & Resorts Worldwide, Inc., and Form
10-K led with the Securities and Exchange
Commission may be obtained on the Companys
website at starwoodhotels.com or by emailing
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