MARRIOTT INTERNATIONAL, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As reported below, at its Annual Meeting of Stockholders on
The foregoing description and the summary of the 2023 Plan contained in the Proxy Statement is qualified in its entirety by the full text of the 2023 Plan, which is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
1. Marriott's stockholders elected 13 director nominees named in the Proxy
Statement with the following votes:
BROKER
NOMINEE FOR AGAINST ABSTAIN NON-VOTES
Anthony G. Capuano 2,348,067,940 13,091,700 3,940,210 383,331,540
Isabella D. Goren 2,347,523,930 12,941,260 4,634,660 383,331,540
Deborah M. Harrison 2,287,418,370 73,702,360 3,979,120 383,331,540
Frederick A. Henderson 2,276,927,420 83,309,520 4,862,910 383,331,540
Eric Hippeau 2,267,189,880 92,860,370 5,049,600 383,331,540
Lauren R. Hobart 2,355,331,170 5,306,610 4,462,070 383,331,540
Debra L. Lee 2,305,878,460 54,258,520 4,962,870 383,331,540
Aylwin B. Lewis 2,329,107,110 31,158,020 4,834,720 383,331,540
David S. Marriott 2,276,205,980 85,201,860 3,692,010 383,331,540
Margaret M. McCarthy 2,340,431,660 20,092,080 4,576,110 383,331,540
Grant F. Reid 2,354,990,390 4,867,980 5,241,480 383,331,540
Horacio D. Rozanski 2,339,569,380 20,606,840 4,923,630 383,331,540
Susan C. Schwab 2,339,670,470 20,957,900 4,471,480 383,331,540
2. Marriott's stockholders ratified the appointment of Ernst & Young LLP as
Marriott's independent registered public accounting firm for fiscal year 2023
with the following votes:
FOR AGAINST ABSTAIN
2,668,910,230 75,021,960 4,499,200
3. Marriott's stockholders approved the advisory resolution on the compensation
of Marriott's named executive officers with the following votes:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
2,262,561,580 94,066,500 8,471,770 383,331,540
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4. Marriott's stockholders voted to conduct future advisory votes to approve the
compensation of Marriott's named executive officers every year with the
following votes:
BROKER
1 YEAR 2 YEARS 3 YEARS ABSTAIN NON-VOTES
2,328,440,610 7,165,570 23,889,720 5,603,950 383,331,540
Based on the results of this advisory vote, and consistent with the recommendation of Marriott's Board of Directors, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
5. Marriott's stockholders approved the 2023 Plan with the following votes:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
2,159,681,070 199,553,790 5,864,990 383,331,540
6. Marriott's stockholders did not approve a stockholder resolution requesting
that Marriott publish a congruency report of partnerships with globalist
organizations with the following votes:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
33,378,780 2,314,822,840 16,898,230 383,331,540
7. Marriott's stockholders did not approve a stockholder resolution requesting
that Marriott annually prepare a pay equity disclosure with the following
votes:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
546,302,640 1,743,418,250 75,378,960 383,331,540
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
10.1 2023Marriott International, Inc. Stock and Cash Incentive Plan. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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