2013 PROXY STATEMENT & 2012 ANNUAL REPORT

Dear Fellow Stockholders

5%SAMESTOREWORLDWIDE REVPAR IN CONSTANT DOLLARS 10% MANAGEMENT AND FRANCHISE FEE 69 HOTELS OPENED, WITH NEARLY 18,000 ROOMS 131 SIGNED DEALS FOR NEW HOTELS, GROWING OUR PIPELINE TO 400 HOTELS

$550 MILLION RETURNED TO SHAREHOLDERS

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% in constant dollars and Management and Franchise Fees by over 10% Opened 69 hotels, with nearly 18,000 rooms, including the Sheraton Macao, our largest hotel Signed 131 deals for new hotels, growing our pipeline to 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 in Venice 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 by increasing our dividend by 150% and repurchasing 6.3 million shares

Sustaining Innovation
Innovation is what lies behind our brands, enabling them to stand out in a crowded marketplace and offering travelers distinct experiences. Starwoods history of gamechanging 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 first-of its-kind cybercafe. And we launched Aloft and Element, both of which promise to be as 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 benefits. 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 take care 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 traditional 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 technology 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 a taxi 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 Ahead
Starwood 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 highgrowth 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, for example, have never been stronger in terms of their performance,guest satisfaction and future growth. And their long-standing presence around the world provides the foundation for two of the fastest-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 balancesheet in the history of our company, perhaps the fastest-growing luxury hotel portfolio in the industry and the largest high-end global footprint of hotels. As a result, we expect to generate strong free cash flow and to continue delivering market-leading returns to stockholders. Specifically, 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 confidence 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 atStarwood properties in 2013, and as we say on Facebook, Twitter and Weibo, we hope you enjoy the #SPGLife.

We delivered these results thanks to the efforts and expertise of our 171,000 associates in nearly 100 countries.

Unprecedented Growth in Global Travel

We are putting the final touches on this letter from our month-long relocation to Dubai. Our executive team is here to see firsthand 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 demand for 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 traffic 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 first-mover advantage in places like China, India, the Middle East and Africa.

Frits van Paasschen Chief Executive Officer

2013 Proxy Statement & 2012 Annual Report

Starwood Hotels & Resorts Worldwide, Inc.

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One StarPoint
April 18, 2013 Dear Stockholder:

Stamford, CT 06902
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 officers, (iii) approve Starwoods 2013 Long-Term Incentive Compensation Plan, (iv) ratify the appointment of Ernst & Young LLP as our independent registered public accounting fi rm for the fi 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 Paasschen

Chief Executive Officer President Chairman of the Board

Bruce W. Duncan

Notice of Annual Meeting of Stockholders

May 30, 2013
10:00 a.m. local time The Sheraton New Orleans Hotel, 500 Canal Street New Orleans, Louisiana 70130
THE BOARD OF DIRECTORS URGES YOU TO VOTE IN PERSON AT THE ANNUAL MEETING OR TO AUTHORIZE PROXIES TO VOTE YOUR SHARES BY TELEPHONE, THROUGH THE INTERNET OR BY COMPLETING, SIGNING AND RETURNING YOUR PROXY CARD PRIOR TO THE ANNUAL MEETING.

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 qualified. 2. To consider and vote upon a proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers; 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 fi rm for fiscal year 2013; 5. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

By Order of the Board of Directors,

Kenneth S. Siegel
Corporate Secretary

Table of Contents
PROXY 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..................................... 912

PROXY SUMMARY

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. Page references (XX) are supplied to help you find further information in this proxy statement.

Voting Matters and Board Recommendations

Election of Directors Advisory Vote to Approve Named Executive Officer Compensation Approval of 2013 Long-Term Incentive Compensation Plan FOR each Director Nominee FOR 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 website listed on your proxy card or Notice. BY TELEPHONE: Call the telephone number on your proxy card or follow the instructions on the Notice. BY MAIL: Follow the instructions on the Notice 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 environment, and realized significant value from real estate sales. Our results for the year ended December 31, 2012 benefited 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 contracts and recognized revenue on 224 units representing approximately 73% of the total residential units.

Corporate Governance Highlights

Board Leadership Structure Our board leadership structure consists of the Chief Executive Officer and President of 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 board leadership and engagement. The Board of Directors also believes it is well served by having the Chief Executive Officer and President of the Company serve as a member of the Board, as the Chief Executive Officer and President of the Company has primary responsibility for managing the Companys day-today operations and, consequently, a unique understanding of the Companys operations, and the hotel and leisure industry generally.

1 | Starwood Annual Report

 Declassified Board Structure Each of our 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 qualified. Director Independence Each of our directors, with the exception of Mr. van Paasschen, is independent under the New York Stock Exchange (NYSE) rules. Mr. van Paasschen, as Chief Executive Officer and President of the 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 members of the Companys senior management regarding any strategic, operational, financial, legal, regulatory or reputational risk 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 governancerelated 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, significant asset sales, mergers and acquisitions and other extraordinary transactions.

Director Nominees

The following table provides summary information about each Director nominee. Each Director stands for election annually.
Director Since
2007 2006 2001 2008 2008 1999 2005 1999 2013 199 2001

Name
Frits van Paasschen Adam M. Aron Charlene Barshefsky Thomas E. Clarke

Age
52 58 62 61 61 61 56 61 57 53 68

Primary Occupation
CEO and President of Starwood CEO of the Philadelphia 76ers and Chairman and CEO of World Leisure Partners, Inc. Senior International Partner at WilmerHale, LLP President, New Business Development of Nike, Inc. Retired; former CFO and Vice Chair of The Procter & Gamble Company President and CEO of First Industrial Reality Trust, Inc. Managing Partner of Galbreath & Company Partner with Lerer Ventures President and CEO of Potbelly Sandwich Works, LLC CEO of Pearlmark Real Estate Partners, LLC Retired; former Chairman and CEO of The Readers Digest Association, Inc.

Independent
NO Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

Committee Membership
None Audit, Comp Audit, Gov Audit, Comp Audit, Comp Gov Capital, Gov Capital, Gov Audit Capital Capital, Comp

Other Current Public Comapny Board

0 1 3 1 2 1 0 0 1 0 3

Clayton C. Daley, Jr.

Bruce W. Duncan Lizanne Galbreath Eric Hippeau Aylwin B. Lewis Stephen R. Quazzo Thomas O. Ryder

Full committee names are as follows: AuditAudit Committee CapitalCapital Committee CompCompensation and Option Committee GovCorporate Governance and Nominating Committee

3 | Starwood Annual Report

Named Executive Officer Compensation

Philosophy and Objectives As a consumer lifestyle company with a branded hotel portfolio at its core, we operate in a competitive, dynamic and challenging business environment. In step with this mission and environment, the key objectives for our compensation program for our named executive officers for 2012 were to (1) attract and retain talented executives from within and outside the hospitality industry who understand the importance of innovation, brand enhancement and consumer experience, (2) motivate our executives to sustain high performance and achieve our financial and strategic/operational/ leadership goals (without encouraging excessive risk taking), and (3) align the investment interests of stockholders and the compensation interests of our executives by linking executive compensation to our annual business results and stock performance. More specifically, our compensation program for our named executive officers was designed to achieve: Alignment with Stockholders Significant equity incentives with stock ownership guidelines help ensure long-term compensation is strongly linked to stockholder returns. Achievement of Company Financial Objectives A portion of named executive officer compensation is tied directly to our financial performance. Achievement of Strategic/Operational/Leadership Objectives A portion of our named executive officer compensation depends on the achievement of specific individual objectives that align with the execution of our business strategy, as well as demonstrated performance tied to our core leadership competencies that include team building and the development of future talent. 2012 Compensation Highlights Key highlights of our named executive officer compensation program for fiscal 2012 included: Base Salaries Mr. van Paasschen did not receive an increase in base salary in fiscal 2012. The base salaries of most other named executive officers increased to more closely align these officers salaries with the median base salary of executives at peer companies. Incentive Pay Largely Contingent Upon Our Performance Seventy-five percent of our named executive officers total target annual cash incentive opportunity was tied to our 2012 financial results, representing no change in philosophy compared to fiscal 2011. Special Long-Term Cash Incentive Award Mr. Rivera received a payout of $1.1 million in settlement of a special long-term cash incentive award originally granted to him in 2009 regarding our St. Regis Bal Harbour property. Although the target payout for this award was $1.0 million, the Board paid Mr. Rivera at 110% of target due to exceptional financial results that beat expectations, significant outperformance against all payment terms and overwhelming external positive reviews of the property since it opened. Modest Increase in Equity Grants The total equity grants made to our named executive officers increased by less than 5% when compared to fiscal 2011. Pay Mix Geared Towards Variable Compensation The proportion of the CEOs total compensation that was variable was 86% in fiscal 2012, unchanged from fiscal 2011. Elimination of Future Tax Gross-UpsIn line with market best practice, the Compensation Committee agreed in 2012 that we will no longer provide tax gross-ups other than those required to be paid under existing employment agreements. In addition, Mr. van Paasschens employment agreement renewal, discussed in the section entitled New 2013 Employment Agreement with Mr. van Paasschen beginning on page 50 of this proxy statement, will not provide for any excise tax gross-up. As the chart below indicates, a comparison of the compensation that we have reported in the Summary Compensation Table since 2009 for Mr. van Paasschen has moved in tandem with our annual total stockholder return over the past four years:

STOCK RETURN PERFORMANCE vs. CEO COMPENSATION

350 300 250 200 150 100 50 0 2008 2009 2010 2012
TSR assuming investment of $100 on December 31, 2008 ($) CEO Compensation ($ 000)

11,500 10,500 9,500 8,500 7,500 6,500 5,500

2013 4,500

The information in the charts below should be read in connection with the explanatory information contained, and is qualified in its entirety by reference to such explanatory information. Because of rounding, percentages may not add up to 100%.

CEO COMPENSATION MIX TARGET

NEO COMPENSATION MIX TARGET

59% 27% 19%

61%

14%

19%

BASE SALARY

LTI

BONUS

BASE SALARY

LTI

BONUS

Set forth below is the 2012 compensation for each named executive officer as determined under Securities and Exchange Commission (SEC) rules. See the notes and narrative accompanying the 2012 Summary Compensation Table on page 55 of this proxy statement for more information.
Non-Equity Incentive Plan Compensation ($) 2,300,000

Salary ($) Name and Principal Position Frits van Paasschen Chief Executive Officer and President Vasant M. Prabhu Vice Chairman and Chief Financial Officer Sergio D. Rivera Co-President, The Americas Kenneth S. Siegel Chief Administrative Officer, General Counsel and Secretary Simon M. Turner President, Global Development Matthew E. Avril Former President, Hotel Group 1,250,000

Bonus ($)

Stock Awards ($) 4,327,101

Option Awards ($) 1,172,036

All Other Compensation ($) 53,902

Total ($) 9,103,039

764,279

2,310,809

639,296

705,443

10,000

4,429,827

699,912 638490

12,770

1,258,469 1,476,605

255,726 404,877

1,764,240 587,411

26,894 10,000

4,005,241 3,130,153

763,991

1,310,690

1,065,480

705,443

10,000

3,855,604

764,279

1,710,765

468,818

352,722

26,891

3,323,475

5 | Starwood Annual Report

PROXY STATEMENT
FOR 2013 ANNUAL MEETING OF STOCKHOLDERS
Our Board of Directors (the Board) solicits your proxy for the 2013 Annual Meeting (the Annual Meeting) of Stockholders of Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (we, us, Starwood or the Company), to 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, and at any postponement or adjournment thereof. Proxy materials or a Notice of Meeting and Internet Availability were first sent to stockholders on or about April 18, 2013.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS. THE PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 ARE AVAILABLE AT www.starwoodhotels.com/corporate/about/investor/index.html.

THE ANNUAL MEETING AND VOTING QUESTIONS AND ANSWERS What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders. These include the election of the eleven director nominees, a non- binding advisory vote to approve the compensation of our named executive officers, approval of Starwoods 2013 Long-Term Incentive Compensation Plan, ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, and any other matters that may be properly presented at the meeting. We are not aware of any matters to be presented at the meeting, other than those described in this proxy statement. If any matters not described in the proxy statement are properly presented at the meeting, or any adjournment or postponement thereof, the proxies may vote your shares pursuant to the discretionary authority granted in the proxy.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
The SEC has adopted rules permitting the electronic delivery of proxy materials. In accordance with those rules, we have elected to provide access to our proxy materials, which include the Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2012, over the Internet at www.starwoodhotels.com/corporate/about/investor/index.html. We sent a Notice of Meeting and Internet Availability of Proxy Materials (the Notice) to our stockholders of record and beneficial owners as of the close of business on April 3, 2013, directing them to a website where they can access the proxy materials and view instructions on how to authorize proxies to vote their shares over the Internet or by telephone. Stockholders who previously indicated a preference for paper copies of our proxy materials going forward received paper copies. If you received a Notice but would like to request paper copies of our proxy materials, you may still do so by following the instructions described in the Notice. Choosing to receive your proxy materials by email will save us the cost of printing and mailing the documents to you and will also help preserve environmental resources. Unless you affirmatively elect to receive paper copies of our proxy materials in the future by following the instructions included in the Notice, you will continue to receive a Notice directing you to a website for electronic access to our proxy materials.

When and where will the Annual Meeting be held?

The Annual Meeting 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. Seating will begin at 9:00 a.m. If you plan to attend the Annual Meeting and have a disability or require special assistance, please contact the Companys Investor Relations department at (203) 351-3500.

Who can attend the Annual Meeting?

Only stockholders of record at the close of business on April 3, 2013, the record date, or their duly authorized proxies, may attend the Annual Meeting. To gain admittance, you must present valid photo identification, such as a drivers license or passport. If you hold your shares in street name (through a broker, bank or other nominee), you will also need to bring a copy of a brokerage statement or a letter from your broker or other nominee (in a name matching your photo identification) reflecting your stock ownership as of the record date.

Questions & Answers

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 officer 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 if your 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 specified in the proxy, unless such proxy has been revoked. If no instructions are specified, 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 officers, FOR the approval of Starwoods 2013 Long-Term Incentive Compensation Plan, FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 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 certificate 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 or broker. 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.

7 | Starwood Annual Report

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 instructions, 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 final 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, if 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 FOR FOR FOR each of the eleven director nominees; approval of the non-binding advisory vote on the compensation of our named executive officers; approval of Starwoods 2013 Long-Term Incentive Compensation Plan; and ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2013.

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 qualified. Stockholders cannot cumulate votes in the election of directors. Brokers are not permitted to vote on the election of directors without instructions from the beneficial 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 affirmatively 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 officers 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 effect on 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 beneficial 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 affirmatively 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.

Where can I find 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.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

2013 LONG-TERM INCENTIVE COMPENSATION PLAN
Article1- GeneralProvisions
Establishment of Plan. Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the Company), hereby establishes an incentive compensation plan to be known as the Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term IncentiveCompensation Plan (the Plan), as set forth in this document. Purpose of Plan. The objectives of the Plan are to (i) attract and retain employees, directors, consultants, advisors and otherpersons who perform services for the Company by providing compensation opportunities that are competitive with other companies; (ii) provide incentives to those individuals who contribute signifi cantly to the long-term performance and growth of the Company and its affi liates; and (iii) align the long-term fi nancial interests of employees and other Eligible Participants with those of the Companys stockholders. Types of Awards. Awards under the Plan may be made to Eligible Participants in the form of (i) Incentive Stock Options, (ii) Nonqualifi ed Stock Options, (iii) Stock Appreciation Rights, (iv) Stock Awards, (v) Restricted Stock, (vi) Restricted Stock Units, (vii) Performance Shares, (viii)Performance Units, (ix) Other Awards or any combination thereof. Effective Date. The Plan will become effective on the date on which the Companys stockholders approve the Plan (the Effective Date). Termination of Plan. No Awards shall be granted under the Plan after the tenth anniversary of the Effective Date. However, Awards granted under the Plan on or prior to the tenth anniversary of the Effective Date shall remain outstanding beyond that date in accordance with the terms and conditions of the Plan and the Agreements corresponding to such Awards.

Article2- Definitions
Except where the context otherwise indicates, the following definitions apply: Act means the Securities Exchange Act of 1934, as now in effect or as hereafter amended. All citations to sections of the Act or rules thereunder are to such sections or rules as they may from time to time be amended or renumbered. Agreement means the written agreement evidencing an Award granted under the Plan. As determined by the Committee, each Agreement shall consist of either (i) a written agreement in a form approved by the Committee and executed on behalf of the Company by an officer duly authorized to act on its behalf, or (ii) an electronic notice of Award grant in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking Award grants under the Plan, and if required by the Committee, executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company (other than the particular Award recipient) to execute any or all Agreements on behalf the Company. Award means an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Stock Award, a Performance Share, a Performance Unit, Other Award or a combination thereof. Award Pool shall have the meaning ascribed to such term in Section 4.1. Board means the Board of Directors of the Company, as constituted from time to time. Cause means, unless provided otherwise in the applicable Agreement, any conduct amounting to fraud, dishonesty, willful misconduct, negligence, significant activities materially harmful

to the reputation of any Employer, insubordination or conviction of a felony or a crime involving moral turpitude. Without limiting the foregoing, the following shall constitute Cause with respect to a Participant: (i) the Participants breach of this Plan or any agreement between the Participant and the Employer, (ii) negligence in the Participants attention to the business or affairs of the Employer or intentional failure to perform a reasonably requested directive or assignment or failure to perform the Participants duties with the Employer substantially in accordance with the Employers operating and personnel policies and procedures generally applicable to all of its employees, or (iii) the Participants misappropriation (or attempted misappropriation) of any of the Employers funds or property. The existence of Cause under this Section 2.6 shall be determined in good faith by the Committee. Notwithstanding the foregoing, if the Participant has entered into an employment agreement with the Employer that is binding as of the date of employment termination, and if such employment agreement defines Cause, then the definition of Cause in such agreement shall apply to the Participant for purposes of this Plan.

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Starwood
Hotels & Resorts Worldwide, Inc.
Corporate Headquarters
Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 203 964 6000 starwoodhotels.com

2013 proxy statement & 2012 annual report Stock Registrar and Transfer Agent
Registered shareholders with questions about stock certificates, account information, dividend payments or stock transfers should contact the Companys transfer agent at:
American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 800 350 6202 amstock.com info@amstock.com

Investor Relations
Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 203 351 3500 ir@starwoodhotels.com

Request Electronic or Print Copy of Annual Report

A copy of the Annual Report of Starwood Hotels & Resorts Worldwide, Inc., and Form 10-K filed with the Securities and Exchange Commission may be obtained on the Companys website at starwoodhotels.com or by emailing ir@starwoodhotels.com

Independent Registered Public Accounting Firm

Ernst & Young LLP, New York, NY

Note: This Annual Report contains forward-looking statements within the meaning of federal securities regulations. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties and other factors that may cause actual results to differ materially from those anticipated at the time the forward-looking statements are made. Further results, performance and achievements may be affected by general economic conditions including the timing and robustness of the recovery from the recent global economic downturn, the impact of war and terrorist activity, business and financing conditions, foreign exchange fluctuations, cyclicality of the real estate, including the sale of residential units, and the hotel and vacation ownership businesses, operating risks associated with the sale of residential units, hotel and vacation ownership businesses, relationships with associates, customers and property owners, the impact of the Internet reservation channels, our reliance on technology, domestic and international political and geopolitical conditions, competition, governmental and regulatory actions (including the impact of changes in U.S. and foreign tax laws and their interpretation), travelers fears of exposure to contagious diseases, risk associated with the level of our indebtedness, risk associated with potential acquisitions and dispositions, and other circumstances and uncertainties. These risks and uncertainties are presented in detail in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that resultswill not materially differ. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 2013 Starwood Hotels & Resorts Worldwide, Inc.

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