Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


                    Appointment of Certain Officers; Compensatory Arrangements of Certain
                    Officers.

On July 16, 2020, Bruce W. Duncan informed the Chairman and the lead independent director of the Board of Directors (the "Board") of Marriott International, Inc. ("Marriott"), that he is resigning from the Board, effective July 22, 2020. Mr. Duncan stated that he is resigning because he would not be able to continue to commit sufficient time and attention to Marriott and its stockholders given his recent election as President & Chief Executive Officer and a member of the Board of Directors of CyrusOne Inc. Mr. Duncan did not resign on account of any disagreement with Marriott's operations, policies or procedures. In connection with the foregoing, the Board will reduce its size from twelve (12) directors to eleven (11) directors, effective concurrently with Mr. Duncan's resignation from the Board.







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