UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2015
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MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 1-13881 | 52-2055918 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10400 Fernwood Road, Bethesda, Maryland | 20817 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 380-3000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 8, 2015, Marriott International, Inc. (“Marriott”) held its Annual Meeting of Shareholders. Marriott’s shareholders voted on the matters outlined in the 2015 Proxy Statement (“Proxy Statement”), filed with the Securities and Exchange Commission on April 7, 2015, as follows: | |
1. | Marriott’s shareholders elected eleven director nominees named in the Proxy Statement with the following votes: |
NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
J.W. Marriott, Jr. | 2,165,544,020 | 72,807,540 | 4,151,690 | 273,757,330 | |||
Mary K. Bush | 2,168,611,490 | 66,246,350 | 7,645,410 | 273,757,330 | |||
Deborah M. Harrison | 2,163,274,540 | 71,822,910 | 7,405,800 | 273,757,330 | |||
Frederick A. Henderson | 2,155,526,900 | 77,277,450 | 9,698,900 | 273,757,330 | |||
Lawrence W. Kellner | 2,145,012,870 | 88,311,690 | 9,178,690 | 273,757,330 | |||
Debra L. Lee | 2,148,955,720 | 84,751,030 | 8,796,500 | 273,757,330 | |||
George Muñoz | 2,162,938,910 | 70,875,930 | 8,688,410 | 273,757,330 | |||
Steven S Reinemund | 2,164,570,080 | 68,320,090 | 9,613,080 | 273,757,330 | |||
W. Mitt Romney | 2,201,257,330 | 32,450,570 | 8,795,350 | 273,757,330 | |||
Susan C. Schwab (1) | 2,225,802,540 | 9,008,870 | 7,691,840 | 273,757,330 | |||
Arne M. Sorenson | 2,213,126,140 | 23,824,660 | 5,552,450 | 273,757,330 | |||
(1) The Board of Directors (the “Board”) appointed Susan C. Schwab to the Compensation Policy and Finance committees effective upon her election to the Board by shareholders.
2. | Marriott’s shareholders ratified the appointment of Ernst & Young LLP as Marriott’s independent registered public accounting firm for fiscal year 2015 with the following votes: |
FOR | AGAINST | ABSTAIN |
2,491,452,670 | 16,852,840 | 7,955,070 |
3. | Marriott’s shareholders approved the advisory resolution to approve the compensation of Marriott’s named executive officers with the following votes: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
2,181,380,870 | 43,454,380 | 17,668,000 | 273,757,330 |
4. | Marriott’s shareholders did not approve a shareholder resolution proposing that a simple majority voting standard be applied throughout Marriott’s governance documents with the following votes: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
934,004,470 | 1,289,474,590 | 19,024,190 | 273,757,330 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARRIOTT INTERNATIONAL, INC. | |||
Date: May 12, 2015 | By: | /s/ Bancroft S. Gordon | |
Bancroft S. Gordon | |||
Vice President, Senior Counsel and Corporate Secretary | |||
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