MARRIOTT INTERNATIONAL INC MD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Marriott International, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Letter from Our Chairman and Lead Independent Director

Dear Stockholder:

The Board of Directors is incredibly proud of the work Marriott and its associates have done to fulfill the company’s purpose of connecting people through the power of travel and to advance the company’s Growing Forward strategy. Last year, the company again delivered excellent results and strong growth, as outlined in more detail in this proxy statement and the accompanying Annual Report, and returned over $4.5 billion to stockholders through dividends and share repurchases. Looking ahead, we remain committed to our proven, asset-light business model and investing in our business in ways that enhance stockholder value.

The Board remains focused on overseeing the enablers that support the company’s strategy and growth. We are excited about the continued growth of our business through technology and innovation, including our comprehensive, multi-year digital and technology transformation – designed to elevate the customer experience, empower associates, and deliver more for our owners and franchisees. We are committed to embedding sustainability in our operations – recognizing that serving our world helps the communities where we operate and is also good business. We are rigorous in our attention to overseeing regulatory and other risks – knowing that how we do business is as important as the business we do.

It is our pleasure to invite you to our 2024 Annual Meeting of Stockholders on May 10, 2024, beginning at 8:30 a.m. Eastern Time. The meeting will be a virtual meeting conducted via audio webcast. Information on how to attend, submit questions, and vote during the meeting can be found within these proxy materials. We value your vote and encourage you to use one of the options laid out in the proxy to vote your shares whether or not you plan to attend the annual meeting.

Talent is foundational to our strategy and a key priority for the Board. Last year saw the launch of the company’s new people brand, “Be,” allowing us to attract and retain top talent. Three signature elements will continue to guide us: (1) growing great leaders through programs that encourage associates to be curious, courageous, and connected; (2) investing in associates by offering competitive and compelling compensation and benefits, including resources focused on associates’ physical, mental, and financial well-being; and (3) providing access to opportunity by focusing on accelerating non-management associates to management positions and early managers to more senior roles.

As a Board, we also remain focused on our own quality and effectiveness. In the past year, we discussed strategic priorities and emerging areas impacting the company, coordinated activities and events around our meetings to allow directors to meet and engage with associates across our operations and key disciplines, and enhanced our own evaluation practices. Regular refreshment also remains a key priority. Eric Hippeau, who has served on our Board since 2016 and previously served on the board of Starwood, has reached our mandatory retirement age and is not standing for reelection this year. Eric helped guide the Board through the Starwood integration, and more recently he was instrumental in the creation of our Technology and Information Security Oversight Committee and a champion of the company’s technology transformation efforts. We will miss Eric’s perspective and expertise. The Board is reducing its size to 12 with Eric’s departure, but we remain committed to identifying strong and independent prospective Board members who value Marriott’s culture and core values and add to the breadth of our backgrounds, experiences, perspectives, and skills in areas critical to the company’s strategic priorities.

A NOTE FROM DAVID MARRIOTT

It is an honor to serve as Chairman of the Board and as an ambassador for the company. Last year I traveled almost 200,000 miles visiting properties worldwide, meeting with associates, owners and franchisees, and customers across the globe, speaking with business councils, and representing the company at internal and external conferences and events. Everywhere I go, our culture shines bright and is supported by our associates’ warm hospitality, exceptional service, and commitment to taking care of our guests and each other. It gives me tremendous pride and inspiration to have members of the Board join me on some of these visits – seeing Marriott’s culture firsthand through hotel tours, gatherings with associates and local company leaders, and other on-property activities. These experiences continue to enrich the Board’s understanding of Marriott’s unique culture and they serve as a constant reminder that our culture is, without a doubt, what makes this company so unique and successful.

Notice of 2024

Annual Meeting of

Stockholders

Friday, May 10, 2024

8:30 a.m. Eastern Time

VIRTUAL MEETING ACCESS:

www.virtualshareholdermeeting.com/MAR2024

How to Vote Your Shares

in Advance of the Annual Meeting

(see pages 81-84 for detail)

BY TELEPHONE

Using the toll-free phone number listed on the proxy card or voting instruction form

VIA THE INTERNET

Using the Internet and voting atthe website listed on the proxy card or voting instruction form

BY MAIL

​Completing, signing, and returning the enclosed proxy card or voting instruction form in the enclosed postage-paid envelope

RECORD DATE

Stockholders of record at the close of business on March 13, 2024 are entitled to notice of, to attend, and to vote at the Annual Meeting.

To Our Stockholders:

The 2024 annual meeting of stockholders (“Annual Meeting” or “2024 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,” “Marriott,” or the “Company”) will be a virtual meeting held on May 10, 2024, beginning at 8:30 a.m. Eastern Time. Stockholders of record as of the record date may join a live audio webcast atwww.virtualshareholdermeeting.com/MAR2024. At the Annual Meeting, stockholders will act on the following items:

How to Attend:

Stockholders of record as of the record date may attend the Annual Meeting atwww.virtualshareholdermeeting.com/ MAR2024 by entering the 16-digit control number that appears on your proxy card. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through thehttp://www.proxyvote.comwebsite, then you may attend the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy in advance by one of the methods described on this page. Stockholders who attend the meeting may also vote online during the Annual Meeting by following the instructions provided on the Annual Meeting website. Brokers are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help ensure that your interests are represented at the meeting.

For the convenience of our stockholders, proxies may be submitted by telephone, electronically through the Internet, or by completing, signing, and returning the enclosed proxy card. In addition, stockholders may elect to receive future stockholder communications, including proxy materials, through the Internet. Instructions for each of these options can be found in the enclosed materials.

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