MARRIOTT INTERNATIONAL INC /MD/
For the period ended May 8, 2026. Filed Mar 27, 2026.
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May 8, 2026 · Filed Mar 27, 2026
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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:
The Board of Directors is incredibly proud of the work Marriott International and its associates have done to fulfill the company’s purpose of connecting people through the power of travel. Last year, the company again delivered strong results and returned over $4.0 billion to stockholders through dividends and share repurchases. We acquired the citizenM brand, introduced Series by Marriott SM, and launched the Outdoor Collection by Marriott Bonvoy SM—knowing that having the best brands and experiences is what makes our portfolio so attractive and valuable to customers and hotel owners. To be in more places, we grew our worldwide portfolio to over 9,800 properties in 145 countries and territories as of year-end 2025. We also continued to enrich our Marriott Bonvoy® travel platform with unique travel and related experiences across hotel stays and beyond, driving strong member engagement. At year-end, our powerful loyalty program had grown to nearly 271 million members.
Associates remain our foundation. By growing great leaders, investing in associates, and creating access to opportunity, we are attracting the next generation of leaders to shape our future. We are also investing in technology, data, and artificial intelligence, and building a modern technology ecosystem that will add new digital retail capabilities for hotels and enhance the experience for guests and associates. As the company advances these and other initiatives, the Board remains keenly focused on maintaining strong governance and oversight of regulatory and other risks—mindful that how we do business is as important as the business we do.
We are pleased to invite you to our 2026 Annual Meeting of Stockholders on May 8, 2026, 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.
Earlier this year, Board member Debra Lee announced that she will retire from the Board in May and is not standing for reelection. Over more than two decades of service, Debi has helped guide the company through transformational growth and significant change while always remaining a steadfast champion of our culture and core values. As a member of our Inclusion and Social Impact Committee, and the committee chair since 2008, she has been integral in overseeing the company’s efforts to create access to opportunity and connect people through the power of travel. We are grateful for her service. The Board is reducing its size to 12 with Debi’s departure, but we remain confident the composition of our Board provides strong and independent leadership across a breadth of areas critical to the company’s strategic priorities.
| A NOTE FROM DAVID MARRIOTT | |
| For nearly a century, Marriott’s business strategy has remained rooted in our core values and fueled by a people-first culture that sets us apart. Last year I saw that culture on display all over the world as I traveled to more than 200 hotels, visited with associates, met with hotel owners and customers, and spoke with our business councils. Board members again joined me at some of these events—experiencing Marriott’s culture firsthand through hotel tours and meetings with associates and local company leaders. These experiences serve as a constant reminder that the core values established by my grandparents remain the foundation of our success and continue to inspire associates who live them every day in service of guests and each other. As we look forward to the rest of 2026 and beyond, I am energized by the exciting possibilities ahead. |
Notice of 2026
Annual Meeting of
Stockholders
Friday, May 8, 2026
8:30 a.m. Eastern Time
VIRTUAL MEETING ACCESS:
www.virtualshareholdermeeting.com/MAR2026
How to Vote Your Shares
in Advance of the Annual Meeting
(see pages 76-81 for details)
| 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 11, 2026 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, 2026. |
To Our Stockholders:
The 2026 annual meeting of stockholders (“Annual Meeting” or “2026 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,” “Marriott,” or the “Company”) will be a virtual meeting held on Friday, May 8, 2026, 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/MAR2026. At the Annual Meeting, stockholders will act on the following items:
| 1 | Election of each of the 12 director nominees named in the proxy statement; |
| 2 | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026; |
| 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/MAR2026 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, 2026 |
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