MARRIOTT INTERNATIONAL INC /MD/
For the period ended May 9, 2025. Filed Mar 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 9, 2025 · Filed Mar 27, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
Marriott International, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Letter from Our Chairman and Lead Independent Director
Dear Stockholder:
In 2024, Marriott International again delivered strong results and made meaningful progress against the company’s Growing Forward strategy. We celebrated the opening of our 9,000th property and grew our worldwide portfolio to over 9,300 properties in 144 countries and territories at year-end; introduced new midscale offerings around the world and announced the expansion of our outdoor-focused lodging offerings through founding deals with Postcard Cabins and Trailborn; and enriched our Marriott Bonvoy® travel platform with new experiences and collaborations. At year-end, our powerful loyalty program had grown to nearly 228 million members. With our proven, asset-light business model, the company returned over $4.4 billion to stockholders through dividends and share repurchases in 2024.
The Board continued to oversee critical areas that support the company’s strategy and growth. We are pursuing excellence and embracing change through technology and innovation, including our multi-year digital and technology transformation – designed to elevate the customer experience, empower associates, and deliver more for our hotel owners. We are cultivating our talent through our focus on growing great leaders, investing in associates and providing access to opportunity – knowing that putting people first will continue to fuel our success. We remain rigorous in maintaining strong governance and overseeing regulatory and other risks – mindful that how we do business is as important as the business we do.
It is our pleasure to invite you to our 2025 Annual Meeting of Stockholders on May 9, 2025, 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 meeting.
Maintaining the right balance of skills, experience and perspectives on the Board to help guide the company remains a priority. We were excited to welcome Sean Tresvant, the Chief Executive Officer of Taco Bell Corp., to the Board earlier this year. Sean adds to the Board’s skills in areas critical to the company’s strategic priorities, with a deep understanding of consumer-focused companies, branding and marketing, franchise operations, and driving growth and innovation. In addition, in February 2025, the Board changed its mandatory retirement age for directors from 72 to 75. This change aligns with the prevailing practice of other S&P 500 companies, provides more flexibility for retaining experienced directors with historical knowledge and perspective of our company, and enhances the pool of accomplished individuals who can be considered as potential Board candidates.
| A NOTE FROM DAVID MARRIOTT | |
| Serving as Chairman of the Board and as an ambassador for the company is an honor. Last year I traveled extensively to visit properties, meet associates, speak with business councils, and represent the company at a variety of conferences and events. Members of the Board joined me on some of these visits to experience Marriott’s culture through hotel visits, meetings with associates and local company leaders, and other on-property gatherings. These experiences serve as a constant reminder that, as the company approaches its 100th anniversary, the core values established by my grandparents – putting people first, pursuing excellence, embracing change, acting with integrity, and serving our world – remain the foundation of our success and continue to inspire associates who live them every day in service of our guests and each other. |
Notice of 2025
Annual Meeting of
Stockholders
Friday, May 9, 2025
8:30 a.m. Eastern Time
VIRTUAL MEETING ACCESS:
www.virtualshareholdermeeting.com/MAR2025
How to Vote Your Shares
in Advance of the Annual Meeting
(see pages 75-78 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 at the 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 12, 2025 are entitled to notice of, to attend, and to vote at the Annual Meeting. |
| DISTRIBUTION DATE | |
| This proxy statement is first being made available to our stockholders on March 27, 2025. |
To Our Stockholders:
The 2025 annual meeting of stockholders (“Annual Meeting” or “2025 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,” “Marriott,” or the “Company”) will be a virtual meeting held on May 9, 2025, 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/MAR2025. At the Annual Meeting, stockholders will act on the following items:
| 1 | Election of each of the 13 director nominees named in the proxy statement; |
| 2 | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025; |
| 3 | An advisory vote to approve executive compensation; and |
| 4 | Any other matters that may properly be presented at the Annual Meeting or any adjournment or postponement thereof. |
How to Attend:
Stockholders of record as of the record date may attend the Annual Meeting atwww.virtualshareholdermeeting.com/ MAR2025 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 thewww.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 Annual 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.
| By order of the Board of Directors, Andrew P.C. Wright Secretary | March 27, 2025 |
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