MAR 8-K
Marriott International Inc /Md/ (MAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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)
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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 ☐
| Item 5.07. | 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 | ||||
| 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 | |||
| 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 | |||
| 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 | |||
| 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 | ||||||