Marriott Vacations Worldwide Corp Files Definitive Proxy Statement

Ticker: VAC · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 1524358

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Marriott Vacations, Corporate Governance, Executive Compensation

TL;DR

<b>Marriott Vacations Worldwide Corp has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

MARRIOTT VACATIONS WORLDWIDE Corp (VAC) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Company: Marriott Vacations Worldwide Corp. Ticker: VAC. Reporting period: Fiscal year ending December 31, 2023. Filing date: March 21, 2024.

Why It Matters

For investors and stakeholders tracking MARRIOTT VACATIONS WORLDWIDE Corp, this filing contains several important signals. This filing provides detailed information regarding the company's annual meeting, executive compensation, and other corporate governance matters. Shareholders can review this document to make informed decisions on voting matters presented at the upcoming meeting.

Risk Assessment

Risk Level: low — MARRIOTT VACATIONS WORLDWIDE Corp shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Review the executive compensation and voting proposals within the DEF 14A filing to understand potential impacts on shareholder value and corporate governance.

Key Numbers

Key Players & Entities

FAQ

When did MARRIOTT VACATIONS WORLDWIDE Corp file this DEF 14A?

MARRIOTT VACATIONS WORLDWIDE Corp filed this Proxy Statement (DEF 14A) with the SEC on March 21, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MARRIOTT VACATIONS WORLDWIDE Corp (VAC).

Where can I read the original DEF 14A filing from MARRIOTT VACATIONS WORLDWIDE Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MARRIOTT VACATIONS WORLDWIDE Corp.

What are the key takeaways from MARRIOTT VACATIONS WORLDWIDE Corp's DEF 14A?

MARRIOTT VACATIONS WORLDWIDE Corp filed this DEF 14A on March 21, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement). Company: Marriott Vacations Worldwide Corp. Ticker: VAC.

Is MARRIOTT VACATIONS WORLDWIDE Corp a risky investment based on this filing?

Based on this DEF 14A, MARRIOTT VACATIONS WORLDWIDE Corp presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

What should investors do after reading MARRIOTT VACATIONS WORLDWIDE Corp's DEF 14A?

Review the executive compensation and voting proposals within the DEF 14A filing to understand potential impacts on shareholder value and corporate governance. The overall sentiment from this filing is neutral.

How does MARRIOTT VACATIONS WORLDWIDE Corp compare to its industry peers?

Marriott Vacations Worldwide Corp operates in the real estate and hospitality sector, focusing on vacation ownership and exchange services.

Are there regulatory concerns for MARRIOTT VACATIONS WORLDWIDE Corp?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Marriott Vacations Worldwide Corp operates in the real estate and hospitality sector, focusing on vacation ownership and exchange services.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Analyze the compensation details for named executive officers.
  2. Review the proposals to be voted on at the shareholder meeting.
  3. Assess any changes in corporate governance practices outlined in the filing.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No prior filing details are available in the provided text for comparison.

Filing Stats: 4,559 words · 18 min read · ~15 pages · Grade level 12.2 · Accepted 2024-03-21 08:16:50

Key Financial Figures

Filing Documents

– Election of Directors

Item 1 – Election of Directors 7

– Ratification of Appointment of Independent Registered Public Accounting Firm

Item 2 – Ratification of Appointment of Independent Registered Public Accounting Firm 8

– Advisory Vote to Approve Named Executive Officer Compensation

Item 3 – Advisory Vote to Approve Named Executive Officer Compensation 9

– Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan

Item 4 – Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan 17 Report on the Board of Directors and its Committees 17 Our Board of Directors 17 Nominees for Director 19 Directors Remaining in Office 24 Summary of Director Attributes and Skills 25 2023 Board and Committee Meetings and Attendance 25 Committee Charters 26 Compensation Committee Interlocks and Insider Participation 26 Meetings of Independent Directors 27 Corporate Governance 27 Separation of Board Chairman and Chief Executive Officer 27 Board and Committee Evaluations 27 Inclusion and Diversity 29 Selection of Director Nominees 29 Director Independence 29 Risk Oversight 30 Oversight of CyberSecurity 30 Board and Committee Oversight of Corporate Responsibility 31 Communications with the Board 31 Other Directorships 31 Code of Conduct 32 Audit Committee Report and Independent Auditor Fees 32 Report of the Audit Committee 33 Pre-Approval of Independent Auditor Fees and Services Policy 33 Independent Registered Public Accounting Firm Fee Disclosure 34 Executive and Director Compensation 34 Compensation Discussion and Analysis 35 Philosophy 35 Compensation Program Principles and Governance 36 Compensation Process 38 Analysis of Each Compensation Element 44 Report of the Compensation Policy Committee 45

Executive Compensation Tables and Discussion

Executive Compensation Tables and Discussion 45 Summary Compensation Table 53 CEO Pay Ratio 54 Pay vs. Performance 57 Compensation Arrangements for Non-Employee Directors 60 Stock Ownership 60 Stock Ownership of Our Directors, Executive Officers and Certain Beneficial Owners 62 Transactions with Related Persons 62 Policy on Transactions and Arrangements with Related Persons 62 Delinquent Section 16 (a) Filings 63 Certain Relationships and Potential Conflicts of Interest 64 Stockholder Proposals and Nominations for Directors For the 2025 Annual Meeting 64 Other Information A-1 Appendix A – Reconciliation of Non-GAAP Measures to GAAP Measures (Unaudited) B-1 Appendix B – Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan

Forward-Looking Statements and Website References

Forward-Looking Statements and Website References This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact, including statements regarding our goals and commitments, such as those relating to compensation objectives and corporate responsibility strategy and matters, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. Table of Contents PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider in voting your shares. You should read the entire Proxy Statement as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report") carefully before voting. VOTING MATTERS AND BOARD RECOMMENDATIONS Proposal Voting Recommendation Page Reference 1 Election of four directors FOR each nominee 7 2 Ratification of appointment of independent registered public accounting firm FOR 7 3 Advisory vote to approve named executive officer compensation FOR 8 4 Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan FOR 9 CORPORATE GOVERNANCE HIGHLIGHTS We believe tha

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS We seek to align the interests of our named executive officers ("NEOs") with the interests of the Company's stockholders. Certain important features of our executive compensation program include: The program is designed to align financial results and sustainable stockholder value creation with the compensation of our executives. Pay is tied to performance. Approximately 66% of our CEO's and approximately 60% of the other NEOs' fiscal 2023 total target compensation was performance based. Approximately 63% of our CEO's and approximately 52% of the other NEOs' fiscal 2023 total target compensation was tied to stock performance. 2023 TARGET PAY MIX — CEO 2023 TARGET PAY MIX — OTHER NEOs (Average) The Company maintains stock ownership guidelines that apply to all executive officers and directors. The Company has strong governance policies related to executive compensation, and we employ appropriate compensation risk mitigating features. 2 Proxy Summary 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE Table of Contents DIRECTOR NOMINEES Our Board currently consists of eleven members divided into three classes. At our 2023 Annual Meeting of Stockholders, our stockholders approved and adopted an amendment to our Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to phase in the declassification of our Board commencing with the 2024 Annual Meeting of Stockholders. Under our Certificate of Incorporation, as so amended, beginning at this year's Annual Meeting, the directors will be elected for one-year terms, and beginning with the 2026 Annual Meeting of Stockholders, the entire Board will be elected on an annual basis. The following table provides summary information regarding each nominee to the Board. Information about each director's experience, qualifications and skills can be found in the Report on the Board of Directors and its Committees. DIRECTOR SINCE PRINCIPAL O

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