8-K
Marriott International Inc /Md/ (MAR)
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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 9, 2025
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13881 | 52-2055918 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br> <br>Symbol(s) | Name of Each Exchange<br> <br>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 ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On May 9, 2025, Marriott International, Inc. (“Marriott”) held its Annual Meeting of Stockholders. Marriott’s stockholders voted on the items outlined in the 2025 Proxy Statement (“Proxy Statement”), filed with the Securities and Exchange Commission on March 27, 2025, as follows:
| 1. | Marriott’s stockholders elected 13 director nominees named in the Proxy Statement with the following votes: | |||||||
|---|---|---|---|---|---|---|---|---|
| NOMINEE | FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTES | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Anthony G. Capuano | 2,083,121,558 | 9,610,919 | 3,187,891 | 376,503,044 | ||||
| Isabella D. Goren | 2,072,447,919 | 19,355,273 | 4,117,176 | 376,503,044 | ||||
| Deborah M. Harrison | 2,083,426,654 | 10,144,275 | 2,349,439 | 376,503,044 | ||||
| Frederick A. Henderson | 2,048,513,137 | 44,253,568 | 3,153,663 | 376,503,044 | ||||
| Lauren R. Hobart | 2,081,189,096 | 12,153,648 | 2,577,624 | 376,503,044 | ||||
| Debra L. Lee | 2,045,982,530 | 45,733,707 | 4,204,131 | 376,503,044 | ||||
| Aylwin B. Lewis | 2,051,986,707 | 39,337,251 | 4,596,410 | 376,503,044 | ||||
| David S. Marriott | 2,072,919,664 | 20,059,634 | 2,941,070 | 376,503,044 | ||||
| Margaret M. McCarthy | 2,079,015,534 | 14,024,834 | 2,880,000 | 376,503,044 | ||||
| Grant F. Reid | 2,088,581,931 | 4,347,011 | 2,991,426 | 376,503,044 | ||||
| Horacio D. Rozanski | 2,080,979,590 | 12,540,853 | 2,399,925 | 376,503,044 | ||||
| Susan C. Schwab | 2,076,042,389 | 16,411,845 | 3,466,134 | 376,503,044 | ||||
| Sean C. Tresvant | 2,088,523,139 | 4,714,891 | 2,682,338 | 376,503,044 | ||||
| 2. | Marriott’s stockholders ratified the appointment of Ernst & Young LLP as Marriott’s independent registered public accounting firm for fiscal year 2025 with the following votes: | |||||||
| --- | --- | |||||||
| FOR | AGAINST | ABSTAIN | ||||||
| --- | --- | --- | ||||||
| 2,401,985,026 | 66,925,612 | 3,512,774 | ||||||
| 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<br> <br>NON-VOTES | |||||
| --- | --- | --- | --- | |||||
| 1,933,251,725 | 156,401,118 | 6,267,525 | 376,503,044 |
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 13, 2025 | By: | /s/ Andrew P.C. Wright |
| Andrew P.C. Wright | ||
| Senior Vice President, Assistant General Counsel, and<br>Secretary |