Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Director
On February 10, 2022, the Board of Directors (the "Board") of Marriott
International, Inc. (the "Company" or "Marriott"), upon the recommendation of
the Board's Nominating and Corporate Governance Committee, increased the size of
the Board to fourteen (14) members and elected Isabella D. Goren to the Board,
effective March 1, 2022. The Board also appointed Ms. Goren to the Board's Audit
Committee, effective on the same date. Ms. Goren will be included in the
Company's slate of nominees for election at Marriott's 2022 Annual Meeting of
Stockholders (the "2022 Annual Meeting").
Ms. Goren served as Chief Financial Officer of American Airlines, Inc. and its
parent company, AMR Corporation, from 2010 through 2013. She serves on the board
of directors of MassMutual Financial Group, and previously served on the board
of directors of Gap Inc. and LyondellBasell Industries.
There is no arrangement or understanding between Ms. Goren and any other persons
pursuant to which she was selected as a director of the Company. Since the
beginning of the Company's last fiscal year through the present, there have been
no transactions with the Company, and there are currently no proposed
transactions with the Company, in which the amount involved exceeds $120,000 and
in which Ms. Goren had or will have a direct or indirect material interest
within the meaning of Item 404(a) of Regulation S-K.
Ms. Goren will receive compensation as a non-employee director under our
director compensation program, including an annual retainer fee of $95,000 and
an annual deferred share award value of $175,000. She will also receive board
committee fees as described in the Company's 2021 Proxy Statement, filed with
the Securities and Exchange Commission on April 5, 2021.
Departure of Chairman; Appointment of Chairman
Marriott previously announced that J.W. Marriott, Jr. expected to step down as
Chairman of the Board in 2022, at which time he would become Chairman Emeritus.
On February 9, 2022, Mr. J.W. Marriott, Jr. confirmed to the Board that he will
not stand for re-election at the 2022 Annual Meeting. The Board has elected
David S. Marriott to succeed Mr. J.W. Marriott, Jr. as Chairman of the Board,
effective immediately following the 2022 Annual Meeting.
In recognition of Mr. J.W. Marriott, Jr.'s leadership and his significant
contributions to the Company, the Board formally designated him Chairman
Emeritus, effective immediately following the 2022 Annual Meeting.
Departure of Lead Director; Appointment of New Lead Director
On February 9, 2022, Lawrence W. Kellner, who currently serves as Lead Director
of the Board and chair of the Nominating and Corporate Governance Committee of
the Board, informed the Board that he will not stand for re-election at the 2022
Annual Meeting. Mr. Kellner did not decline to stand for re-election on account
of any disagreement with Marriott's operations, policies or procedures. The
independent directors of the Board selected Frederick A. "Fritz" Henderson to
succeed Mr. Kellner as Lead Director of the Board, effective immediately
following the 2022 Annual Meeting.
Effective immediately following the 2022 Annual Meeting and concurrently with
Mr. J.W. Marriott, Jr.'s and Mr. Kellner's departure from the Board, the Board
will reduce its size from fourteen (14) members to twelve (12) members.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 10, 2022, the Board amended and restated the Company's Amended and
Restated Bylaws (the "Bylaws") to modernize the Bylaws consistent with changes
in the Delaware General Corporation Law, including changes related to the
electronic transmission of documents and virtual meetings; to provide
flexibility on various corporate actions, including the appointment of officers
and how dividends can be declared; and to make certain other ministerial
changes.
The above description of the amendment and restatement of the Bylaws is
qualified in its entirety by reference to the full text of the Bylaws, a copy of
which is included as Exhibit 3.(ii) hereto.
Item 7.01 Regulation FD Disclosure.
A copy of Marriott's press release announcing the foregoing changes to the Board
is furnished as Exhibit 99.
The information in this Item 7.01, including Exhibit 99, is being furnished and
shall not be deemed incorporated by reference into any other filing with the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Marriott is filing the following exhibits with this report:
3.(ii) Amended and Restated Bylaws.
104 The cover page to this Current Report on Form 8-K, formatted in inline
XBRL.
Marriott is furnishing the following exhibit with this report:
99 Press Release issued on February 14, 2022.
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