Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Marriott International, Inc. on May 9, 2025. The filing details the outcomes of shareholder votes regarding director elections, auditor ratification, and executive compensation.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial statements.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Director Elections: Stockholders elected all 13 director nominees. While all nominees received majority support, vote counts varied:
- Highest Support: Grant F. Reid and Sean C. Tresvant received over 2.08 billion "For" votes each.
- Lowest Support: Debra L. Lee received approximately 2.04 billion "For" votes with 45.7 million "Against" votes.
- Broker Non-Votes: Approximately 376.5 million shares were recorded as broker non-votes for all director nominees.
- Auditor Ratification: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025.
- For: 2,401,985,026
- Against: 66,925,612
- Abstain: 3,512,774
- Executive Compensation (Say-on-Pay): Stockholders approved the advisory resolution on the compensation of named executive officers.
- For: 1,933,251,725
- Against: 156,401,118
- Abstain: 6,267,525
- Broker Non-Votes: 376,503,044
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It strictly reports the results of the shareholder vote.
Important Facts for Investors to Verify
- Verify the total number of shares outstanding and the percentage of votes cast "For" versus "Against" for each director to assess shareholder sentiment.
- Note the significant number of broker non-votes (approx. 376.5 million) which did not count toward the "For" or "Against" totals for director elections.
- Review the 2025 Proxy Statement (filed March 27, 2025) for detailed biographies of the elected directors and the specific compensation metrics approved.
- Confirm the fiscal year 2025 audit scope and any qualifications in the auditor's report in the upcoming 10-K filing.