Marriott International 8-K: Shareholder Vote Matters

TL;DR

MAR filed an 8-K on shareholder votes; governance update.

AI Summary

Marriott International, Inc. filed an 8-K on May 15, 2024, reporting on matters submitted to a vote of security holders as of May 10, 2024. The filing details the company's corporate structure and its principal executive offices located at 7750 Wisconsin Avenue, Bethesda, Maryland.

Why It Matters

This filing provides transparency regarding Marriott's corporate governance and decisions put before its shareholders, which can impact investor confidence and company direction.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure regarding shareholder votes and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• Marriott International, Inc. (company) — Registrant
• 7750 Wisconsin Avenue, Bethesda, Maryland (location) — Principal executive offices
• May 10, 2024 (date) — Earliest event reported
• May 15, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — Which Registered Class A Common Stock, $0.01 par value MAR Nasdaq Global Select

Filing Documents

• d835359d8k.htm (8-K) — 44KB
• 0001193125-24-139064.txt ( ) — 160KB
• mar-20240510.xsd (EX-101.SCH) — 3KB
• mar-20240510_lab.xml (EX-101.LAB) — 17KB
• mar-20240510_pre.xml (EX-101.PRE) — 11KB
• d835359d8k_htm.xml (XML) — 3KB

From the Filing

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 MARRIOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-13881 52-2055918 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 7750 Wisconsin Avenue , Bethesda , Maryland 20814 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 380-3000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Class A Common Stock, $0.01 par value MAR Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter) Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act Item5.07. Submission of Matters to a Vote of Security Holders. On May 10, 2024, Marriott International, Inc. ("Marriott") held its Annual Meeting of Stockholders. Marriott's stockholders voted on the items outlined in the 2024 Proxy Statement ("Proxy Statement"), filed with the Securities and Exchange Commission on March 27, 2024, as follows: 1. Marriott's stockholders elected 12 director nominees named in the Proxy Statement with the following votes: NOMINEE FOR AGAINST ABSTAIN BROKER NON-VOTES Anthony G. Capuano 2,240,013,822 10,153,219 1,957,858 351,319,365 Isabella D. Goren 2,233,045,261 16,168,364 2,911,274 351,319,365 Deborah M. Harrison 2,177,729,335 71,118,784 3,276,780 351,319,365 Frederick A. Henderson 2,158,315,802 90,645,002 3,164,095 351,319,365 Lauren R. Hobart 2,239,880,646 9,255,426 2,988,827 351,319,365 Debra L. Lee 2,187,972,088 61,526,339 2,626,472 351,319,365 Aylwin B. Lewis 2,208,594,035 39,514,290 4,016,574 351,319,365 David S. Marriott 2,168,399,898 81,394,350 2,330,651 351,319,365 Margaret M. McCarthy 2,239,808,421 9,547,997 2,768,481 351,319,365 Grant F. Reid 2,244,307,360 4,157,494 3,660,045 351,319,365 Horacio D. Rozanski 2,236,392,122 12,500,626 3,232,151 351,319,365 Susan C. Schwab 2,236,604,080 12,595,732 2,925,087 351,319,365 2. Marriott's stockholders ratified the appointment of Ernst & Young LLP as Marriott's independent registered public accounting firm for fiscal year 2024 with the following votes: FOR AGAINST ABSTAIN 2,536,129,867 64,349,560 2,964,837 3. Marriott's stockholders approved the advisory resolution on the compensation of Marriott's named executive officers with the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 2,005,949,938 238,268,483 7,906,478 351,319,365 4. Marriott's stockholders did not approve a stockholder resolution requesting that Marriott commission a third-party civil rights audit with the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 248,423,225 1,991,205,120 12,496,554 351,319,365 5. Marriott's stockholders did not approve a stockholder resolution requesting that Marriott annually prepare a racial and gender pay gap report with the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 447,287,028 1,791,834,633 13,003,238 351,319,365 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MARRIOTT INTERNATIONAL, INC. Date: May 15, 2024 By: /s/ Andrew P.C. Wright Andrew P.C. Wright Vice President, Senior Counsel and Secretary

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View this 8-K filing on SEC EDGAR