UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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:

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 the appropriate box)all boxes that apply):

Proxy Statement Notice of Annual Meeting of Stockholders Friday, May 7, 20216, 2022 Marriott international

Letter from our Chairman and our Chief Executive Officer

LETTER FROM OUR CHAIRMAN AND OUR CHIEF EXECUTIVE OFFICER

On February 15, 2021, Arne Sorenson, our President and CEO, unexpectedly passed away from pancreatic cancer. Arne worked at Marriott for nearly 25 years. He was a mighty tower who embraced life with zest. A visionary leader, Arne put the Company on a strong growth trajectory that included the $13 billion acquisition of Starwood Hotels & Resorts in 2016. During his tenure as CEO, Arne was tireless in driving the Company’s progress and creating opportunities for associates, growth for owners and franchisees, and results for stockholders. Known for his leadership on difficult national and global issues, Arne also steered Marriott to make significant progress on diversity, equity and inclusion, environmental sustainability and human trafficking awareness.

New Leadership

Shortly after Arne passed away, our Board appointed Anthony “Tony” Capuano as Chief Executive Officer and Stephanie Linnartz as President. Tony and Stephanie have each been with the Company for nearly 25 years. Under Tony’s and Stephanie’s leadership, we are committed to working to build on Arne’s legacy and advance the strategy in place, which is focused on recovery, expansion, providing opportunities for our associates, maintaining constructive relationships with our owners and franchisees, delivering safe and innovative experiences for our guests and customers, and creating value for our stockholders. Supporting Tony and Stephanie on this mission are our dedicated and experienced senior leadership team and our global operating committee. The committee, which was established in 2020 and includes the Company’s executive leadership team and the leaders of principal business units and functional departments, will focus on assessing competitive trends, determining strategic plans and actions, and driving performance.

2020 Summary

As COVID-19 significantly impacted world travel last year, our full year 2020 worldwide revenue per available room (RevPAR) was down 60 percent from 2019, with global occupancy at 35.5 percent for the year. In the second half of the year, however, global trends had improved meaningfully from the historic lows seen in April, led by leisure demand in drive-to destinations. Worldwide occupancy in December reached 32 percent compared to 12 percent in April. Worldwide RevPAR was down 62 percent year-over-year in December, an improvement from the 90 percent decline in April 2020 compared to April 2019.

Recovery paths have varied greatly by region. Mainland China, where there has generally been a sense that the virus is under control, has led the recovery and exemplifies the resiliency of demand. December RevPAR in Mainland China was down less than 10 percent from the same period in 2019, compared to an 87 percent year-over-year decline in February 2020.

During the year, we made tremendous progress in mitigating the impact of low levels of demand. We shored up our balance sheet and enhanced our liquidity, reduced costs both above property and at the hotel level, and adjusted many of our operating protocols, with a focus on elevating our cleanliness standards. We also halted share repurchases in February and suspended our quarterly dividend beginning in the 2020 second quarter.

Letter from our Chairman and increasingour Chief Executive Officer

which will be made widely available to the diversity of our supply chain.

entire industry. More than 900,000 managed and franchised associates have taken training in this area. In September, we pledged to set science-based emissions reduction targets in line with 1.5°C emissions scenarios. These efforts are part of aour broader sustainability and social impact plan,platform, called Serve 360: Doing Good in Every Direction, and are designedthrough which we aim to positively address some of the most pressing societal issues of our time, including increasing opportunity for our people and reducing our environmental footprint. We have come a long way since our humble beginning as a root beer stand in 1927. One thing that hasn’t changed is our commitment to taking care – of people and our world.time. As we weather ourthe industry’s current challenges, we will continue to draw on our long history of being a force for good in our communities.

We also know that our success is rooted in good governance. Our Board of Directors is actively engaged in the company’s strategy, oversees our approach to environmental and social initiatives, and provides independent oversight and valuable guidance that helps position us for success. The Board has long embraced diversity and board refreshment – we have welcomed five new directors in the last three years – and we believe the diverse backgrounds, experiences, skills, and tenure of our directors are fundamental to the effectiveness of our Board.

Meeting InformationEmbracing Change

We hope you can joinIt has been just over a year since the Board appointed long-time company veterans Anthony “Tony” Capuano as Chief Executive Officer and Stephanie Linnartz as President following the tragic death of our 2021 Annual Stockholders Meeting,beloved CEO and President, Arne Sorenson. Under Tony’s and Stephanie’s leadership, we have built on Arne’s legacy and advanced our strategies to grow the business, provide opportunities for our associates, maintain strong relationships with our owners and franchisees, deliver safe and innovative experiences for our guests, and create long term value for our stockholders. Tony and Stephanie are joined by a dedicated and experienced senior leadership team, many of whom have taken on new or expanded responsibilities over the past 18 months.

Our annual meeting in May 7, 2021, beginningwill mark another extraordinary change for Marriott International. J.W. Marriott, Jr. will retire after more than 66 years of service with the company, including the last decade as our Executive Chairman. Mr. Marriott is a visionary leader and industry icon who has stewarded the company in ways large and small since his first full-time job with the company at 11:00 a.m. Eastern Time.the age of 14. The meetingBoard has named him Chairman Emeritus, and we are grateful that he will remain close by as a mentor and a resource. Lawrence W. Kellner, who has served on the Board since 2002 and as our independent Lead Director since 2013, will also retire from the Board at the annual meeting. Larry has made many significant contributions to the Board and its leadership, and he will be conducted viadeeply missed.

Talented leaders who know our business and live audio webcast only.our core values are poised to step into these big shoes. The virtual format providesBoard has elected David S. Marriott as its next Chairman, effective after the opportunityannual meeting. As the grandson of our founders, the son of J.W. Marriott, Jr., and a long-time employee and executive of the company, David has extensive operational and leadership experience and brings a deep historical perspective to the Board. He stepped down as an employee of the company in April 2021 in connection with joining the Board, allowing him to focus on leading the Board in fulfilling its oversight and governance responsibilities and being a company ambassador as we continue to grow around the world. In doing so, he will also continue the Marriott family’s stewardship of the renowned culture and values that have fueled the company for full and equal participation of all stockholders regardless of location. You can attend via the Internet at www.virtualshareholdermeeting.com/MAR2021 by using the 16-digit control number that appears on your proxy card (printed in the box and marked by the arrow) or in the instructions that accompanied your proxy materials. You will have the ability to submit questions in advance of and in real-time during the meeting via the website, and we look forward to hearing from you.

While we have a lot of work ahead, we have great confidence in the strength of Marriott. We remain focused on leveraging our unrivaled portfolio of 30 brands and more than 7,600 properties,94 years. Joining David in leading the powerBoard will be Fritz Henderson, whom the independent directors have selected as the next independent Lead Director. Fritz joined our Board in 2013 and, having served in numerous executive and board leadership roles at other public companies throughout his career, will continue our Board’s tradition of engaged and truly impactful independent leadership.

Closing Thought from Bill Marriott

When I look at the black-and-white photos of the small root beer stand that my young parents opened in 1927, and then think about the company Marriott has become today, I am quite simply amazed. The company’s success is a testament to the core values that have guided us for more than 94 years and the outstanding associates who live those values every day in service of our guests. As a new generation of leaders takes the reins of Marriott, Bonvoy, and the excellence of our global team of associatesI know those values will continue to recover with strength and to drive future growth. As virus containment measures continue and more vaccines are distributed, we look forward to the global recovery with optimism and we can’t wait to welcome you to our hotels.guide them. They have my utmost confidence. There is an exciting road ahead for Marriott International.

Thank you for your continued support.

Sincerely,

J.W. “Bill” Marriott, Jr. Executive Chairman and Chairman of the Board		TonyAnthony G. Capuano Chief Executive Officer

J.W. Marriott, Jr. guided what was once a family-run root beer stand and restaurant business to a global hospitality company that is today comprised of 8,000 properties across 30 brands in 139 countries and territories. Mr. Marriott’s love for the hospitality industry began at an early age. He spent his high school and college years working in a variety of positions in the family’s Hot Shoppes restaurant chain. After a stint in the U.S. Navy in the mid 1950s, he became a full-time associate in 1956, and soon afterward began overseeing the first Marriott hotel. He became President of the Company in 1964 and Chief Executive Officer in 1972, a role he held for 40 years before stepping down on March 31, 2012. He was elected Chairman of the Board in 1985.

During his tenure, Mr. Marriott relied heavily on the culture established by his parents, J.W. and Alice Marriott, when they founded the Company in 1927 with five core values: put people first, pursue excellence, embrace change, act with integrity and serve our world.

Mr. Marriott is well known inside the Company for his hotel visits around the world, where he would inspect properties and spend time talking with associates at every level of the business. He wanted to hear their concerns, their ideas and their feedback.

He often said that when associates know that their problems will be taken seriously, that their ideas and insights matter, they are more comfortable and confident, and in turn, better equipped to deliver their best on the job. One of Mr. Marriott’s most important legacies will be his stewardship in preserving what he considered Marriott’s secret to success – a Company culture that puts people first and creates opportunity for all.

Corporate Headquarters and Mailing Address    v    10400 Fernwood Road    v    Bethesda, Maryland 20817

NOTICE OF 20212022 ANNUAL MEETING OF STOCKHOLDERS

How to Vote Your Shares in Advance of the Annual Meeting (see pages 66 – 7173 - 76 for details)
BY TELEPHONE		VIA THE INTERNET		BY MAIL
Using the toll-free phone number listed on the proxy card or voting instruction form		Using the Internet and voting at the website listed on the proxy card or voting instruction form		Signing, dating and mailing the enclosed proxy card or voting instruction form in the enclosed postage-paid envelope

To Our Stockholders:

The 20212022 annual meeting of stockholders (“Annual Meeting” or “2021“2022 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,” “Marriott,” or the “Company”) will be a virtual meeting held on May 7, 2021,6, 2022, beginning at 11:12:00 a.m.p.m. Eastern Time. Stockholders of record as of the record date may join a live audio webcast at www.virtualshareholdermeeting.com/MAR2021MAR2022. At the Annual Meeting, stockholders will act on the following items:

Record Date: Stockholders of record at the close of business on March 12, 2021,9, 2022, are entitled to notice of, to attend, and vote at, the Annual Meeting.

How to Attend: Stockholders of record as of the record date may join the Annual Meeting at www.virtualshareholdermeeting.com/MAR2021MAR2022 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 the http://www.proxyvote.com website, then you may join 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 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to join 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 above. You may also vote online during the Annual Meeting by following the instructions provided on the Annual Meeting website. For more information, see pages 66-71.73 - 76.

Distribution Date: This proxy statement is first being made available to our stockholders on April 5, 2021.March 22, 2022.

Stockholder List: A list of stockholders of record entitled to vote at the Annual Meeting will be available electronically at www.virtualshareholdermeeting.com/MAR2021MAR2022 during 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

April 5, 2021March 22, 2022

Table of Contents

TABLE OF CONTENTS

Proxy Statement Summary

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.

Voting mattersMatters and the recommendationsRecommendations of the Board of Directors (the “Board”)

Proxy Statement Summary

Our Director Nominees

See “Corporate Governance – Nominees to our Board of Directors” for more information.

The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast. Unless otherwise specified, committee membership and board leadership roles reflected in this table and discussed elsewhere in this proxy statement refer to the anticipated committee composition and leadership roles as of the conclusion of the Annual Meeting, assuming the respective director nominees are re-elected to the Board at the Annual Meeting.

Proxy Statement Summary

Corporate Governance Highlights

See “Corporate Governance” for more information.

		Independent Board and Board committees
		• Chairman and CEO positions separate since 2012; independent Lead Director appointedposition established in 2013   • Nine of 1312 director nominees are independent   • All Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Technology and Information Security Oversight committee members are independent   • Annual Board and committee evaluations   • Mandatory retirement age of 72 for all directors except for J.W. Marriott, Jr.   • Robust director orientation and availability of continuing education programs for directors   • All Audit Committee members are financially literate, and three out of four members are audit committee financial experts   • Our Human Resources and Compensation Committee uses an independent compensation consultant

 

		Active stockholder engagement
		During fiscal year 2020,2021, we met with investors from 485around 270 institutions in individual and group investor meetings and at conferences. These investors represent a significant majority of our institutional investor base.

		Progressive stockholder rights
		• Majority vote in uncontested director elections   • Annual director elections   • Market standard proxy access right for stockholders   • Confidential voting policy

 

		Commitment to Board refreshment
		The Board has established a comprehensive Board refreshment process to ensure that the skills, qualifications, and diversity of perspectives on our Board are consistent with the needs of the business and that our Board reflects a balance of new and long-term perspectives. SinceFive of our 12 nominees joined the Board in 2019 four new members have joined our Board,or later, including twothree independent members and three new members in 2021.members.

 

		Strong stockholder support on say-on-pay
		At the Company’s 20202021 annual meeting, stockholders again expressed substantial support for the compensation of our NEOs with almost 95%over 97 percent of the votes cast for approval of the “say-on-pay” advisory proposal relating to our 20192020 NEO compensation.

Proxy Statement Summary

Executive Compensation Matters

In fiscal year 2020,2021, the Company devotedcontinued to devote substantial attention to responding to the human and business impactimpacts of the COVID-19 pandemic while maintaining focus onalso making significant leadership changes following the unexpected passing of our long-term strategy to drive future growth. Our NEOs showed exceptional performance in managing the Companylong-time President and CEO, Arne Sorenson, early in the faceyear. Despite the ongoing effects of unprecedented challenges resulting from the COVID-19pandemic including, but not limited to, managingand the changes in the Company’s financial structure to preserve access to capital and enhance liquidity; developing innovative and enhanced cleaning protocols, technologies and approaches to customer service; mitigating the potential impact on the Company’s culture and human capital; and working closely with hotel owners and franchisees to help address theirleadership, we saw a significant business recovery across our global footprint. Our financial and operational concerns. Despiteoperating performance were strong. All of our regions experienced significant hotel occupancy gains during the COVID-19 pandemic,year and adjusted EBITDA nearly doubled over the prior year. Strong rooms growth resumed in 2021 and we ended 2020 withadded more than 498,00086,000 rooms, a new Company record. By year-end, our worldwide system consisted of nearly 8,000 properties and roughly 1.48 million rooms in 139 countries and territories. From a customer standpoint, we exceeded our development pipeline. Wegoals for new Marriott Bonvoy loyalty member enrollments and improved Marriott Bonvoy elite member appreciation scores. Our associate engagement scores exceeded the “Best Employer” external benchmark, and we were also honored in 20202021 to be recognized by DiversityInc as the #1 Company for Diversityfirst and only hospitality company in DiversityInc’s Hall of Fame and by Fortune as one of the “Best Companies to Work For” for the 23rd24th consecutive year.

We Throughout this challenging period, we maintained our strong commitment to aligning pay and performance: we did not adjust any of our previously granted and outstanding annual or long-term compensation performance goals to reflect the impact of the COVID-19 pandemic on our business. Therefore, notwithstanding the Company’s significant accomplishments in the face of the pandemic, our NEOs received zero annual incentive for 2020 and, beginning in April 2020, their base salaries were significantly reduced for the remainder of the year.

How We Tie Pay to Performance

There is a strong correlation between our executive pay and Company performance. Our executive compensation program is designed to maintain this alignment, while also protecting the Company against inappropriate risk-taking and conflicts among the interests of the Company, its stockholders, and its executives. With these goals in mind, the Human Resources and Compensation Committee has implemented an executive compensation program that consists of the following key components:

Proxy Statement Summary

Majority of Compensation is Equity and At-Risk

The following charts show the percentage breakdown of our NEOs’ target total direct compensation among base salary, at-risk target annual incentive, and target annual equity compensation for 2020.2021. These charts do not reflect the supplemental Stockholder Value PSUs granted to the NEOs in February 2021 or Ms. Oberg’s August 2021 RSU award.

Alignment Between Company Performance and Annual Realizable Pay

The following graph shows the historical alignment between Company performance (measured as total stockholder return (“TSR”)) and the CEO’s average annual Realizable Pay (as defined below) over 3-year rolling periods.

CEO Realizable Pay and Company TSR Performance

Proxy Statement Summary

Executive Compensation Best Practices

Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2020:2021:

Items to be Voted On

ITEMS TO BE VOTED ON

Item 1 – Election of Directors

The 1312 current directors listed below are standing for election at the 20212022 Annual Meeting. If elected, each director will hold office for a one-year term expiring at the 20222023 annual meeting of stockholders and until his or her successor is elected or appointed and qualified.

You can find information on the director nominees beginning on page 17.in the “Nominees to our Board of Directors” section of this proxy statement.

Each of the director nominees has consented to being named in this proxy statement and to serve if elected. However, if before proxies are voted at the Annual Meeting any of the nominees should become unable to serve or will not serve as a director, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the persons named as proxies will vote “FOR” that substitute nominee.

As previously disclosed and described elsewhere in this proxy statement, J.W. Marriott, Jr. will retire after more than 66 years of service with the Company and is not a nominee for election at the Annual Meeting. As more fully described in the Board Leadership Structure section of this proxy statement, the Board has designated Mr. Marriott as Chairman Emeritus.

Lawrence W. Kellner also announced he will retire from the Board, and as a result his term on the Board will end at the Annual Meeting. Mr. Kellner has served on the Board since 2002 and as our independent Lead Director since 2013. His contributions to the Board and the Company are enormous, and the Board thanks him for his long and distinguished service.

Due to Mr. J.W. Marriott’s and Mr. Kellner’s impending departures, the Board has reduced its size from 14 to 12, effective as of the Annual Meeting.

The Company’s Bylaws prescribe the voting standard for election of directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of directors to be elected. Under this standard, a nominee must receive more “FOR” votes than “AGAINST” votes in order to be elected as a director.

In a contested election, where the number of nominees exceeds the number of directors to be elected (which is not the case at the Annual Meeting), the directors will be elected by a plurality of the shares present in person or by proxy and entitled to vote on the election of directors. Under the Company’s Governance Principles, if a nominee who already serves as a director is not elected, that nominee shall tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within 90 days of the certification of election results, the Board will determine whether to accept or reject the resignation and will publicly disclose its decision promptly thereafter.

Item 2 – Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 20212022

The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021.2022. Ernst & Young LLP, a registered public accounting firm, has served as the Company’s independent registered public accounting firm since May 3, 2002. Ernst & Young LLP will examine and report to stockholders on the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company and its subsidiaries.

Items to be Voted On

We expect that representatives of Ernst & Young LLP will join the Annual Meeting, have an opportunity to make a statement if they so desire, and be available to respond to appropriate questions. You can find information on pre-approval of independent auditor fees and Ernst & Young LLP’s fiscal year 2021 and 2020 fees in the “Audit Committee Report and 2019 fees beginning on page 30.Independent Auditor Fees” section of this proxy statement. Although the Audit Committee has discretionary authority to appoint the independent auditors,auditor, the Board is seeking stockholder ratification of the appointment of the independent auditorsauditor as a matter of good corporate governance. If the stockholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will take that

Items to be Voted On

Purpose and EffectThe following description of the Proposed AmendmentsESPP is a summary of its principal provisions and is qualified in its entirety by reference to the plan document, a copy of which is appended to this proxy statement as Exhibit A. References to “common stock” below mean the Class A common stock of the Company.

Description of the Employee Stock Purchase Plan

Purpose. The purpose of the ESPP is to encourage ownership of our common stock by eligible employees, and to provide an opportunity for eligible employees to share in the Company’s growth. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code, as amended (the “Code”). However, sub-plans that do not meet the requirements of Section 423 of the Code may be established for the benefit of eligible employees of non-U.S. subsidiaries of the Company.

Eligibility. Employees of the Company and its designated subsidiaries who have been employed for at least 90 days and are customarily employed for more than five months per calendar year generally are eligible to participate in the ESPP. Employees subject to collective bargaining agreements who otherwise meet the eligibility requirements will be eligible to participate in the ESPP if the applicable collective bargaining agreement so provides.

Administration, Amendment and Termination. Under the terms of the ESPP, the Global Officer, Compensation & Benefits, is designated as the plan administrator (the “Administrator”) with the authority to administer the ESPP. The plan terms specify that the Human Resources and Compensation Committee of the Board may appoint or remove the individual serving as plan administrator. Subject to the terms of the ESPP, the Administrator has full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to designate separate offerings under the ESPP, to determine eligibility, to adjudicate all disputed claims filed under the ESPP, and to establish such procedures that the Administrator deems necessary for the administration of the ESPP (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the ESPP by employees who are foreign nationals or employed outside the U.S). The Administrator may delegate any duty described in the ESPP to one or more individuals in the Company’s Benefits Department or Executive Compensation Department, as the Administrator deems necessary or appropriate. Every finding, decision and determination made by the Administrator will, to the full extent permitted by applicable laws, be final and binding upon all parties.

The Board, continually evaluatesin its sole discretion, may amend, suspend, or terminate the implementation of appropriate corporate governance measures.ESPP, or any part thereof, at any time and for any reason. In this regard, the Board has evaluatedaddition, the Company’s voting requirementsmost senior human resources officer may amend the ESPP, or any part thereof, at any time and for any reason, provided that the amendment is not reasonably expected to result in material additional cost to the Company. If the ESPP is terminated, the Administrator in his or her discretion, may elect to terminate all outstanding offering periods either immediately or upon completion of the purchase of shares of common stock on the next exercise date (which may be sooner than originally scheduled, if determined in the past and has consistently determined thatAdministrator’s discretion), or may elect to permit offering periods to expire in accordance with their terms.

Number of Shares of Common Stock Available under the retentionESPP. A maximum of a supermajority vote standardfour million shares of common stock will be available for certain fundamental changesissuance pursuant to the Company’s corporate governance wasESPP. In the best way to protect the interestsevent of all stockholders. The Board believes that fundamental changes to corporate governance should have the support of a broad consensus of all stockholders. However, if the Proposed Amendments are approved, a relatively small number of stockholders holding a large amount of shares could enact significant corporate changes that benefit only a narrow group of stockholders. For example, if Item 4(e) below is implemented, certain transactions between the Company and “Interested Stockholders” (as definedany dividend or other distribution (whether in the Certificate, which include stockholders who beneficially own, and affiliatesform of cash, common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of the Company, or in the event of any other change in the corporate structure of the Company affecting the common stock, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, will, in such manner as the Administrator may deem equitable, adjust the number and class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares of common stock covered by each option under the ESPP that has not yet been exercised.

Enrollment and Contributions. Eligible employees voluntarily elect whether or not to enroll in the ESPP. The Administrator will determine the length and number of offering periods under the ESPP, provided that an offering period may not exceed twenty-seven months. Currently, the Administrator expects to implement six-month offering periods. An employee may cancel his or her enrollment at any time, in which case payroll deductions will cease but no refund will be made.

Participants contribute to the two years preceding such a transaction have beneficially owned, at least 25%ESPP through payroll deductions. Participants may contribute between 1% and 20% of their eligible cash compensation (which initially shall be limited to base compensation, subject to change by the Administrator) through after-tax payroll deductions. The Administrator may establish different minimum and maximum permitted contribution percentages, modify the definition of eligible compensation, or change the length of the voting power ofoffering periods or the Company’s Voting Stock) could be approved by only a majority vote. In contrast, the current supermajority voting standard could encourage Interested Stockholders to negotiate transaction terms that take into account the interests of all of the Company’s stockholders and that do not sacrifice the long-term success of the Company for short-term benefits.

On the other hand, the Board is aware that certain stockholders and institutions disagree. These entities generally argue that a majority vote should be sufficient for any corporate action requiring stockholder approval, regardless of the considerations outlined above. This Item 4 reflects the Board’s determination to acknowledge, and address, that difference in perspective.

Overview of Proposed Amendments

Our Certificate currently contains supermajority voting requirements for the removal of directors with or without cause, for stockholders to amend certain articles in the Certificate, for stockholders to amend certain sections of the Bylaws, for the approval of certain transactions and for the approval of certain business combinations. Our Bylaws currently contain supermajority voting requirements for the removal of directors with or without cause and for stockholders to amend certain sections of the Bylaws. More information on the Proposed Amendments to remove the supermajority voting standards in these provisions is set forth in the descriptions of Items 4(a) through 4(e) below.

Item 4(a): Amendments to Remove the Supermajority Voting Standard for the Removal of Directors

Description of Amendment. Currently, the fourth paragraph of Article EIGHTH of the Certificate and the last sentence of Section 3.2 of Article III of the Bylaws provide that a director can be removed from office, with or without cause, only by the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class. This Item 4(a) requests that stockholders approve an amendment to delete the supermajority voting requirement for the removal of directors in (i) the fourth paragraph of Article EIGHTH of the Certificate and (ii) subject to the filing and effectiveness of a certificate of amendment setting forth the proposed amendment to the Certificate described in clause (i), the last sentence of Section 3.2 of Article III of the Bylaws. As a result of the amendments, the voting standard set forth in the General Corporation Law of the State of Delaware (the “DGCL”) would apply to the removal of directors, which would require approval of the holders of a majoritynumber of shares outstanding and entitled to vote ateligible for purchase in an election of directors.

Vote Required to Approve. Under the Certificate and Bylaws, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together asoffering period. After an offering period has begun, a single class, is required to approve the amendments set forth in this Item 4(a).

Item 4(b): Amendments to Remove the Supermajority Voting Standards for Future Amendments to the Certificate Approved by Our Stockholders

Description of Amendments. Currently, the Certificate states that the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to alter, amendparticipant may cancel his or adopt any provision inconsistent with or repeal the following Articles of the Certificate:

Items to be Voted On

This Item 4(b) requests that stockholders approve amendmentsthe ESPP terminates when a participant terminates employment with the Company or designated subsidiary for any reason. Upon termination of employment, any remaining accumulated contributions are refunded to the Certificate to deleteparticipant.

New Plan Benefits. The actual number of shares that may be purchased by any individual under the ESPP is not currently determinable because the number is determined, in part, on future contribution elections of individual participants and the purchase price of the shares, which is not determined until the last sentence in the fourth paragraph of Article EIGHTH, the last sentence in Article THIRTEENTH, the last sentence in Article FOURTEENTH and the last sentence in Article FIFTEENTHday of the Certificate. Asoffering period.

Certain U.S. Federal Income Tax Consequences

The following is a resultsummary of such amendments,certain material federal income tax consequences associated with the voting standard set forth ingrant and exercise of purchase rights under the DGCL would apply, which would mean that future amendments to these articles inESPP and certain other tax considerations associated with the Certificate would require approval by the holders of a majoritydisposition of shares outstanding and entitled to vote thereon.

Vote Required to Approve. Underpurchased under the Certificate, the affirmative voteESPP. The summary does not address all consequences of the holdersownership of at least 66 2/3%ESPP shares, nor does it address any applicable gift, estate, social security, employment, U.S. state, U.S. local and non-U.S. tax consequences. This summary applies only to the Company and to participants who are individuals and who are citizens or residents of the voting powerUnited States for U.S. federal income tax purposes. It does not address all aspects of all the sharesU.S. federal income taxation that may be important to particular participants in light of their individual investment circumstances or to participants who may be subject to special tax rules. This discussion is based upon existing U.S. federal income tax law, which is subject to differing interpretations or change (possibly with retroactive effect). If one or more sub-plans are established for employees of non-U.S. subsidiaries of the Company, the applicable tax rules may be different than those discussed below.

The rules concerning the federal income tax consequences with respect to the purchase of common stock under the ESPP are quite complex. Therefore, the following summary is intended to provide a general understanding of the U.S. federal income tax consequences with respect to the purchase and disposition of shares under the ESPP. Each participant should consult his or her own tax adviser as to particular tax consequences of the purchase of shares under the ESPP, ownership of such shares, and the disposition of such shares.

The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. In general, an employee will not recognize U.S. taxable income until the sale or other disposition of shares purchased under the ESPP. Upon sale or other disposition of the shares, the participant generally will be subject to tax in an amount that depends upon how long the shares have been held by the participant. If the shares are sold or otherwise disposed of more than two years after the first day of the applicable offering period in which such shares were acquired, and more than one year after the applicable date of purchase (or upon the participant’s death while owning the shares), the participant will recognize ordinary income equal to the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (2) an amount equal to 15% of the fair market value of the shares as of the first day of the applicable offering period in which such shares were acquired. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of the aforementioned periods (other than following a participant’s death) (a “Disqualifying Disposition”), the participant will recognize ordinary income equal to the excess of (1) the fair market value of the shares on the date the shares were purchased over (2) the purchase price. Any additional gain or loss on such sale or disposition will be capital gain or loss, which will be long-term if the shares are held for more than one year.

The Company generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants as the result of a Disqualifying Disposition.

Items to be Voted On

holding company reorganization mergers, certain mergers involvingItem 5 – Stockholder Resolution Requesting the issuance of less than 20%Board Prepare a Report on the Economic and Social Costs and Risks Created by the Company’s Compensation and Workforce Practices

Myra K. Young (the “proponent”), whose address and stockholdings will be provided by us upon written or oral request, has advised the Company that she plans to present the following proposal at the Annual Meeting. If the proposal is properly presented at the Annual Meeting by or on behalf of the company’s stockproponent, the Board unanimously recommends a vote “AGAINST” the following stockholder resolution. We have included the proponent’s proposal in this proxy statement pursuant to SEC rules, and certain back-end mergers following a successful tender offer.

Vote Requiredthe Board’s response to Approve. Under the Certificate, the affirmative vote of the holders of shares representing at least 66 2/3% of the voting power ofit follows. The proponent’s proposal contains assertions about the Company is requiredor other statements that we believe are incorrect. We have not attempted to approverefute all inaccuracies.

The Proponent’s Proposal

ITEM 5 – Report on costs of low wages and inequality

RESOLVED, shareholders ask that the amendment set forth in this Item 4(d).

Item 4(e): Amendment to Remove the Supermajority Voting Standard for Certain Business Combinations

Description of Amendment. Currently, Article FIFTEENTH of the Certificate states that, in addition to any affirmative vote required by law, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares ofboard commission and publish a report on (1) whether the Company entitled to vote generallyparticipates in compensation and workforce practices that prioritize Company financial performance over the electioneconomic and social costs and risks created by inequality and racial and gender disparities and (2) the manner in which any such costs and risks threaten returns of directors, voting together asdiversified shareholders who rely on a single class, is requiredstable and productive economy.

Supporting Statement:

PAY IS INADEQUATE, UNEQUAL AND RACIALLY DISPARATE

RESEARCH REVEALS THAT INEQUALITY AND RACIAL DISPARITY HARM THE ENTIRE ECONOMY

THE COMPANY’S DIVERSIFIED SHAREHOLDERS ARE ECONOMICALLY THREATENED BY INCREASED INEQUALITY AND RACIAL DISPARITY

The reduction in economic productivity caused by inequality and racial disparity directly reduces returns on diversified portfolios,⁹ and creates serious social costs that further threaten financial markets. For example, excessive inequality can erode social cohesion and heighten political polarization, leading to social instability.¹⁰ It also increases health costs and decreases the Company having an aggregate fair market value of $15 million orhuman capital, through links to more issuance of any securities of the Company to any Interested Stockholder having an aggregate fair market value of $15 million or more, adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by the Interested Stockholder or any reclassification of securities or recapitalization of the Company or any merger or consolidation (whether or not with or into or otherwise involving the Interested Stockholder) that has the effect of increasing the proportionate share of the outstanding shares owned by the Interested Stockholder. This Item 4(e) requests that stockholders approve an amendment to replace the reference to “66 2/3%”chronic health conditions developed earlier in the business combination provision in Article FIFTEENTH with “a majority.” As a result of the amendment, as set forth in the Certificate, certain business combinations (as defined in the Certificate) with an Interested Stockholder would require approval of the holders of a majority of shares outstanding and entitled to vote at an election of directors.

Vote Required to Approve. Under the Certificate, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve the amendment set forth in this Item 4(e).

Additional Information

The full text of the Proposed Amendments, in each case marked to show the proposed deletions and insertions, is set forth in Exhibit A to this Proxy Statement. The general description of provisions of our Certificate and Bylaws and the Proposed Amendments set forth herein are qualified in their entirety by reference to the text of Exhibit A. You can find a copy of our Certificate and our Bylaws in the Investor Relations section of the Company’s website (Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.”

If stockholders approve any of the Proposed Amendments by the requisite vote, we will file a Certificate of Amendment that includes only those amendments that were approved by the stockholders with the Secretary of State of the State of Delaware following the Annual Meeting. The Certificate of Amendment and any corresponding Bylaw amendments that are approved will become effective upon acceptance of the filing by the Secretary of State of the State of Delaware. For any Proposed Amendment that does not receive the requisite vote, that Proposed Amendment will not be implemented and the Company’s current voting standards relating to such Proposed Amendment will remain in place.life.¹¹

Corporate GovernanceItems to be Voted On

The Company has presumably chosen a wage structure that managers believe will increase margins and financial performance. But any gain in Company profit that comes at the expense of society and the economy is a bad trade for most Company shareholders, who are diversified and rely on broad economic growth to achieve their financial objectives. The costs and risks created by inequality and racial disparity will directly reduce long-term diversified portfolio returns.

This proposal asks the Board to commission a report that analyzes the tradeoffs the Company makes between financial return and the global economy and cohesion, and how those trade-offs affect diversified shareholders. Such a report would not require precision: identifying areas where the Company creates inequality and racial disparity and analyzing how they might manifest as costs or risks to diversified portfolios would help determine whether and when the Company should prioritize employee equality and welfare over financial returns.

Please vote for: Report on costs of low wages and inequality – Proposal 5

CORPORATE GOVERNANCEBoard Response

The Board will oppose this proposal if it is properly presented at the 2022 Annual Meeting and recommends a vote AGAINST this proposal for the following reasons:

The Board recommends that stockholders vote “AGAINST” this advisory proposal requesting that the Company create a report on the external economic and social costs and risk created by its compensation policies. After careful consideration, the Board believes that the requested report is not needed and is not in the best interests of our stockholders.

Commissioning a report to extrapolate the impact of our compensation and workforce policies on the global economy and overall market returns is not an appropriate use of Company resources.

The Board disagrees with the proponent’s views about the Company and global financial markets and with the proposal’s assertion that the Company’s compensation and workforce practices compound global inequality or threaten financial markets. Further, the Board believes the requested report is not practical and would require extensive and expensive experts to make a variety of speculative and unfounded assumptions to implement the request that the Company quantify the impact of one aspect of its operations on the global economy or on the diversified portfolios of stockholders worldwide. We also do not believe that that undertaking would meaningfully add to the wealth of macroeconomic information and expertise available to globally diversified investors.

We are committed to our associates and to global diversity, equity, and inclusion.

Since Marriott’s founding in 1927, our company has relied on the deeply held belief: “Take care of the associates and they’ll take care of your customer.” This core value of putting people first is the keystone of our Company’s culture and success. Further, our commitment to diversity, equity, and inclusion is deeply rooted in the belief that embracing differences is critical to our success as a global company, and we have oversight and accountability measures in place to support our focus on diversity, equity, and inclusion. The Inclusion and Social Impact Committee of our Board helps drive accountability across the Company. Established in 2003, the ISI Committee is chaired by a member of our Board and comprised of certain other members of the Board and Company senior leadership. The ISI Committee assists the Board in carrying out its commitment and responsibilities relating to Marriott’s people-first culture and the Company’s efforts to foster associate well-being and inclusion. We actively invest in our associates personally and professionally to ensure that our workforce is one that reflects the diversity of our customer base and the communities in which we do business. This commitment is evident through the actions and achievements described in our 2021 Serve 360 Report, available on our website, including our efforts to increase the presence of women and people of color in the highest levels of management and other key decision-making positions within the Company. For example, in 2021, we advanced our objectives to diversify our leadership by (1) accelerating our efforts to achieve global gender parity in Company leadership by 2023 – two years earlier than our original goal, and (2) establishing a new objective to increase the representation of people of color in executive positions in the U.S. to 25% by 2025.

Our commitment to empower through opportunity extends beyond our workforce and helps drive economic empowerment to a variety of other stakeholders around the globe. In 2020, we exceeded our goal to have 1,500 diverse- and women-owned open hotels in our system, and we set a new goal of 3,000 diverse- and women-owned hotels by 2025. Additionally, in 2019, we achieved our goal of investing $5 million in supporting programs and partnerships that develop

Items to be Voted On

hospitality skills and opportunity among youth, diverse populations, women, people with disabilities, veterans, and refugees, and we set a new goal to invest $35 million in such programs and partnerships by 2025. We are also committed to promoting equity and diversity in our supply chain: since 2010, Marriott has spent more than $6 billion with diverse suppliers and we continue to invest in the growth and development of businesses owned by people from historically disadvantaged communities through our partnerships with the National Minority Supplier Development Council, The National LGBT Chamber of Commerce, the Women’s Business Enterprise National Council and other business equity organizations.

For these and other efforts, the Company is consistently recognized for its commitment to our associates, and to diversity, equity and inclusion. We were #1 on DiversityInc’s 2020 top 50 Companies for Diversity list and in 2021 we were delighted to be the first and only hospitality company inducted into the DiversityInc Hall of Fame for Diversity & Inclusion. We’ve been recognized by National Association of Female Executives Top 10 and Hall of Fame, Working Mother Hall of Fame and Quarter Century Club, Leading Disability Employers, National Organization on Disability, LATINA Style Top 50, WEConnect International Top 10 Global Champions for Supplier Diversity & Inclusion, Black Enterprise Best Companies for Diversity, Asia Society Best Employer, the Fortune 100 Best Companies to Work For^® list each year since it was launched in 1998, PEOPLE Magazine’s Top 50 Companies that Care^® list, World’s Best Workplaces^™ by Great Place to Work, the Bloomberg Gender-Equality Index, the Human Rights Campaign, Disability Equality Index, and many more.

Our compensation policies and practices are equitable and reflect competitive pay for performance.

Our People First culture drives our efforts to invest in our associates worldwide, including through the compensation and benefit programs that the Company provides. Our policies and practices are designed to avoid pay inequities throughout an associate’s career, and we strongly disagree with the proponent’s characterization of our wage structure as coming “at the expense of society.” We conduct pay equity reviews in the U.S., reviewing compensation based on race and gender categories, and make pay adjustments where appropriate. For example, to establish a recruitment process that reflects fair and equitable pay practices, we use a competitive local market wage scale and establish a starting rate of pay with fixed or defined pay increases based on tenure for the vast majority of our U.S.-based hourly paid hotel positions. Globally, during the application process, the Company only requests the applicant’s desired rate of pay and directs HR professionals not to collect or utilize compensation history when establishing starting pay for new hires. In response to current labor shortages, Marriott has increased base pay where necessary to remain competitive.

In addition, our executive compensation program, which is discussed elsewhere in this proxy statement, is designed to drive performance through a combination of near-term financial and operational objectives and long-term focus on our stock price performance. We emphasize long-term pay and performance alignment by having long-term equity represent the largest component of target total direct compensation. We believe that, based on the elements and mix of annual and long-term compensation we provide our executive officers, and in light of the external compensation market data comparing our compensation practices to our peers, our compensation programs overall are aligned with long-term stockholder value. Indeed, at the Company’s 2020 and 2021 Annual Meetings, stockholders expressed substantial support for our compensation practices, with approximately 95% and 97% votes cast, respectively, voting for approval of the “say-on-pay” advisory proposal relating to our NEO compensation.

*    *    *

We are guided by our core value to Put People First. Whether good times or challenging times, we are committed to investing in our associates and believe that the Company’s focus and resources are far better spent on furthering this goal than commissioning the requested report.

Item 6 – Stockholder Resolution Regarding an Independent Board Leadership StructureChair Policy

WhileThe Humane Society of the United States (the “proponent”), whose address and stockholdings will be provided by us upon written or oral request, has advised the Company that it plans to present the following proposal at the Annual Meeting. If the proposal is properly presented at the Annual Meeting by or on behalf of the proponent, the Board unanimously recommends a vote “AGAINST” the following stockholder resolution. We have included the proponent’s

Items to be Voted On

proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The proponent’s proposal contains assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.

The Proponent’s Proposal

RESOLVED: Shareholders ask the Board to adopt a policy, and amend the bylaws as necessary, to require the Board Chair to be an independent director. The policy should provide that (i) if a Chair at any time ceases to be independent, the Board shall replace the Chair with a new, independent, chair (ii) compliance with this policy is waived if no independent director is available and willing to serve as Chair; and (iii) that the policy shall apply prospectively so as not to violate any contractual obligation existing at its adoption.

SUPPORTING STATEMENT:

Marriott’s board chair is not an independent director, but rather serves as Executive Chairman. This structure can weaken a corporation’s governance, harm shareholder value, and has been increasingly falling out of practice.

According to the Spencer Stuart 2020 Board Index, the trend toward an independent board chair “has been growing steadily.” Over one-third (34%) of S&P 500 boards now have an independent chair; just ten years ago, that was only 19%.

This shift makes sense, considering that:

“The chair of the board should ideally be an independent director,” reports proxy advisor Institutional Shareholder Services (ISS), “to help provide appropriate counterbalance to executive management.”

And as Glass Lewis reports: “Glass Lewis believes that shareholders are better served when the board is led by an independent chairman who we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exists when a CEO or other executive also serves as chairman. This, in turn, leads to a more proactive and effective board of directors.”

Glass Lewis further found that empirical evidence suggests that firms with independent board chairs outperform companies with non-independent directors, and companies with non-independent directors “tend to follow fewer positive corporate governance practices.”

“We believe that the presence of an independent chairman fosters the creation of a thoughtful and dynamic board, not dominated by the views of senior management,” concludes Glass Lewis.

Ensuring the Board Chair position is held by an independent director rather than a company executive would benefit the company and its shareholders and we encourage shareholders to vote FOR this proposal.

Board Response

The Board recommends a vote AGAINST this proposal for the following reasons:

The Board is committed to maintaining leading corporate governance standards and effective Board oversight. In keeping with these goals, the Board has not mandated a particularseparated the roles of Chairman and CEO since 2012 and maintained an independent Lead Director since 2013. The Board reviews this leadership structure effective March 31, 2012,as part of its succession planning process and believes that it continues to be in the best interests of Marriott’s stockholders and consistent with current best practices.

The Board’s leadership structure contributes to the success of the Company.

The Board believes that its current leadership structure has contributed to the success of the Company and provides a unique advantage to the Board determined thatand the positions ofCompany. J.W. Marriott, Jr., whose parents founded the Company, has served

Items to be Voted On

as the Chairman of the Board since 1985 and as Executive Chairman since the Board separated the roles of Chairman and CEO should be held by separate individuals. At that time,in 2012. Mr. Marriott has a lifetime of experience in the industry and leading the Company and, as Executive Chairman, was able to provide the Board electedand our senior executives with unparalleled perspective, guidance, advice and counsel regarding Marriott’s business, operations and strategy. David S. Marriott, whom the Board has selected to succeed J.W. Marriott, Jr., who had served as the Chairman and CEO of the Company and its predecessors since 1985, to the position of Executive Chairman and Chairman of the Board and Arne M. Sorenson, at the time our President and Chief Operating Officer, to the position of President and CEO. Following Mr. Sorenson’s unexpected passing earlier this year, the Board appointed Anthony G. Capuano to the position of CEO.

In his current role, Mr. Marriott continues to provide leadership to the Board by, among other things, working with the CEO, the independent Lead Director (discussed below), and the Secretary to set Board calendars, determine agendas for Board meetings, ensure proper flow of information to Board members, facilitate effective operation of the Board and its committees, help promote Board succession planning and the orientation of new directors, address issues of director performance, assist in consideration and Board adoption of the Company’s long-term and annual operating plans, and help promote senior management succession planning.

As previously announced, Mr. Marriott plans to transitionwhen he transitions to the role of Chairman Emeritus after the Annual Meeting, likewise has extensive prior experience in 2022. In anticipationa variety of that event, Mr. David Marriott has joinedoperational and senior leadership roles at the BoardCompany and plansbrings a deep historical perspective to stepthe Board. He stepped down as an employee of the Company priorin April 2021 in connection with joining the Board, allowing him to focus on leading the Annual Meeting,Board in anticipationfulfilling its oversight and governance responsibilities. In doing so, he will also continue the Marriott family’s stewardship of assumingthe culture and core values that have fueled the Company for more than 94 years. Since 1927, the Marriott family’s unwavering commitment to cultivating and advancing those values has empowered associates, taken care of guests, created opportunities for hotel owners and franchisees, and propelled the Company from a family-run root beer stand and restaurant business to a global hospitality company comprised of approximately 8,000 properties across 30 leading brands in 139 countries and territories. Moreover, the Marriott family’s significant ownership stake in our Company has provided and continues to provide robust alignment with the interests of fellow stockholders.

If the rigid Board leadership mandate urged by the proponent were adopted, neither J.W. Marriott, Jr. nor David S. Marriott could serve as Chairman. The Board does not believe that this outcome is in the best interests of the Company or its stockholders.

The Board’s flexible leadership structure and the Company’s corporate governance practices promote effective and independent Board oversight.

The Board values robust oversight and independent leadership on the Board and believes that its current leadership structure accomplishes both. Our existing Board leadership structure, consisting of separate roles for the Chairman and CEO, together with an independent Lead Director, allows the Chairman to focus on leading the Board in its oversight and governance responsibilities and the CEO to focus on setting and executing the Company’s strategic plans and initiatives and leading the operations of the Company. Our independent Lead Director and engaged independent directors also provide strong independent oversight. The Board has maintained the position of Chairman of the Board in 2022.

In 2013, the Board created the position ofindependent Lead Director and prescribed that the independent Chairman of our Nominating and Corporate Governance Committee would serve as the Lead Director. Lawrence W. Kellner currently serves in those positions.since 2013. The Lead Director’s robust roles and responsibilities, includeas provided in our Governance Principles, are broad and similar to those of an independent Chairman, including presiding at regular executive sessions of the independent directors as well as meetings of the Board at which the Chairman of the Board is not present, chairing the private sessions of the independent directors, presiding at executive sessions, coordinating the activities of the independent directors, having the authority to convene meetings of the independent directors, and serving as a liaison between the Chairman, of the BoardCEO and the independent directors. In addition, theThe Lead Director also reviews and approves Board meeting agendas, coordinates the evaluation of Board and committee performance, coordinates the assessment and evaluation of Board candidates, organizes and leads the Board’s annual evaluation of the CEO, makes recommendations for changes to the Company’s governance practices, and is available for direct engagement with stockholders. The Board also recently enhanced the Company’s Governance Principles to provide that the independent directors of the Board will appoint the Lead Director annually.

The Company’s strong governance practices and policies reinforce the Board’s independent oversight and accountability to stockholders. All of our directors are elected on an annual basis and by majority vote of the stockholders in uncontested elections, and our Governance Principles require that two-thirds of the directors be independent. Our Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Technology and Information Security Oversight committees are each composed solely of independent directors. Consequently, the independent directors directly oversee such critical items as the Company’s financial statements, senior executive compensation and succession management, the selection and evaluation of directors, the development and implementation of our corporate governance programs, and technology, information security and privacy. These independent committee structures, as well as the robust responsibilities of our independent Lead Director and the active and engaged role of our other independent directors, contribute to overall strong independent board leadership.

The Board believes maintaining a flexible leadership structure best serves the interests of the Company and is consistent with best practices.

Marriott’s governing documents provide the Board flexibility to determine the appropriate leadership structure for the Company, including whether the roles of Chairman and CEO should be separated or combined. When the Board evaluates its leadership structure, as it did as part of its recent succession planning process, it considers, among other

Items to be Voted On

factors, the Company’s strategic direction, the Board’s assessment of its leadership needs at the time, and the best interests of Marriott’s stockholders. The stockholder proposal, on the other hand, mandates a one-size-fits-all form of Board leadership, that, if implemented, would unnecessarily limit the Board’s options in selecting the leadership structure most appropriate to ensure alignment with the Company’s evolving business and strategic needs and selecting the most appropriate individual to lead the Board at any given time.

In reviewing this proposal, the Board took into consideration relevant benchmarking data and concluded that the Company’s current board leadership structure matches or exceeds the practices at the majority of S&P 500 companies, while the proponent’s rigid approach to Board leadership does not. The proposal’s supporting statement reports that, as of 2020, only about one-third of S&P 500 companies had an independent chair. Even that confuses the existenceof an independent board chair with the adoption of a policymandating, in all circumstances, the separation and independence of a company’s board chair, which is what the proposal seeks. We believe that the number of S&P 500 companies that have adopted such an inflexible policy mandating the chair be independent, no matter the situation, is miniscule.

*     *     *

In light of Marriott’s strong corporate governance practices and policies, and the need to retain the flexibility to maintain a leadership structure that best serves the interests of the Company and the stockholders at a particular time, the Board believes that adoption of the stockholder proposal is unnecessary and contrary to the best interests of the Company and the stockholders and recommends a vote against the proposal.

Corporate Governance

CORPORATE GOVERNANCE

Board Leadership Structure

The Board reviews its leadership structure from time to time as part of its succession planning process, and did so in connection with Mr. J.W. Marriott, Jr.’s planned transition to Chairman Emeritus following the Annual Meeting, which we first announced in May 2020. The Board believes that its existing leadership structure, in which the roles of Chairman of the Board and CEO are separate, together with an experienced and engaged independent Lead Director and independent committee oversight of key functions, continues to be the most effective leadership structure for the Company and our stockholders.

Separate Board Chairman and CEO. Since 2012, the Board has chosen to separate the roles of Chairman of the Board and CEO. This structure allows the Chairman to focus on leading the Board in its oversight and governance responsibilities and the CEO to focus on setting and executing our strategic plans and initiatives and leading the operations of the Company.

The Board has elected David S. Marriott to serve as the Chairman of the Board, effective as of the conclusion of the Annual Meeting. The Board believes that Mr. David Marriott’s significant experience as a senior operations and sales executive of the Company and his deep understanding of Marriott’s history and culture, bring an important perspective to Board-level conversations and decision-making and make him well-qualified to lead the Board in its oversight responsibilities. As Chairman, Mr. David Marriott, who stepped down as an employee of the Company in April 2021 in connection with joining the Board, will provide leadership to the Board by, among other things, working with the CEO, the independent Lead Director, and the Secretary to set Board calendars, develop agendas for Board meetings, facilitate the appropriate flow of information to Board members and the effective operation of the Board and its committees, promote Board succession planning and the orientation of new directors, and support senior management succession planning. Mr. David Marriott will also serve as a key conduit between management, the Board, and the Marriott family, who have a demonstrated interest in and commitment to the long-term success of the Company.

The Board believes that the continued involvement of Marriott family members in responsible positions of the Company makes a significant contribution to the long-term value of our corporate name and identity and to the maintenance of our reputation for providing quality products and services, reinforces the culture and core values that are the bedrock of our success, and promotes associate engagement and retention. Thus, in addition to his role as Chairman, the Board has assigned Mr. David Marriott additional responsibilities, effective as of the conclusion of the Annual Meeting, which include promoting the Company’s business, brands, culture, values and goodwill by, among other things, serving as an ambassador to the Company’s associates, owners and franchisees, and the communities in which we operate, and participating in internal Company events and representing the Company at external events, in each case as requested by the CEO or the Board. Given the Marriott family’s iconic status in the hospitality industry and deep historical perspective on the Company and its mission, combined with Mr. David Marriott’s extensive prior experience in a variety of senior roles at the Company, the Board believes Mr. David Marriott is uniquely qualified to serve in this role and that his service will provide a competitive advantage to the Company. The Board expects that these additional responsibilities, combined with Mr. David Marriott’s responsibilities as Chairman, will require significant time commitments and anticipates establishing a chairman retainer fee reflective of those commitments.

Tony Capuano has served as Chief Executive Officer and a director of the Company since February 2021. As CEO, Mr. Capuano leads the operations of the Company and is responsible for the Company’s short- and long-term performance. He is responsible for setting and overseeing the execution of the Company’s business strategies, developing and implementing the Company’s vision and mission, and cultivating and advancing the Company’s culture and values. Mr. Capuano oversees the senior executive team and is also responsible for executive development and succession planning. Mr. Capuano reports to the Board, and the Board reviews his performance annually.

Strong Independent Lead Director. Since 2013, the Board has maintained the position of Lead Director and prescribed that the independent chair of our Nominating and Corporate Governance Committee would serve in that role. The Board recently enhanced the Company’s Governance Principles to provide that the independent directors of the Board will appoint the Lead Director annually. The Lead Director’s responsibilities include presiding at regular executive sessions of the independent directors as well as meetings of the Board at which the Chairman is not present, coordinating the activities of the independent directors, having the authority to convene meetings of the independent directors, and serving as a liaison between the Chairman, the CEO and the independent directors. The Lead Director

Corporate Governance

also reviews and approves, in consultation with both the Chairman and CEO, Board meeting agendas and schedules, coordinates the evaluation of Board and committee performance, coordinates the assessment and evaluation of Board candidates, organizes and leads the Board’s annual evaluation of the CEO, makes recommendations for changes to the Company’s governance practices, and is available for direct communicationengagement with major stockholders. The Lead Director also is a standing member of the Board’s Executive Committee. We believeThe Board believes that the role played byof the Lead Director provides strong Board leadership and appropriate independent oversight. In February 2022, we announced that Mr. Lawrence W. Kellner, who has served as our independent Lead Director since 2013, will retire from the Board leadership.

Ninefollowing the Annual Meeting and he is therefore not a nominee for re-election. The independent directors of the Board have selected Mr. Frederick A. “Fritz” Henderson to serve as our next independent Lead Director, effective immediately following the Annual Meeting. Mr. Henderson has served on the Board since 2013 and as our Audit Committee chair since May 2014 and has extensive experience serving in a variety of other public company board leadership roles. As described elsewhere in this proxy statement, Mr. Henderson will step down from his role as chair of our 13 director nominees areAudit Committee after the Annual Meeting.

Corporate Governance

Independent Committee Oversight. Our Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Technology and Information Security Oversight committees are composed solely of independent directors. Consequently, the independent directors directly oversee such critical items as the Company’s financial statements, executive compensation, the selection and evaluation of directors, the development and implementation of our corporate governance programs, and technology, information security and privacy.

We believeEmeritus Designations

Chairman Emeritus. The Board has determined that J.W. Marriott, Jr., our current Executive Chairman and Chairman of the Board, leadership structure, in whichwho is not a nominee for election, shall hold the rolestitle of Chairman Emeritus, effective as of the conclusion of the Annual Meeting. As Chairman Emeritus, Mr. Marriott may attend certain Board meetings or functions, but he is not considered a member of the Board or a “director” as that term is used in our Amended and CEO are separate, togetherRestated Bylaws. He may not vote on any business coming before the Board, and he is not counted as a member of the Board for the purpose of determining a quorum or for any other purpose. He does not receive a salary in his capacity as Chairman Emeritus or compensation for attendance at Board meetings, although he may be reimbursed for reasonable expenses incurred to attend such meetings or functions or other business expenses incurred in connection with an experiencedhis role as Chairman Emeritus.

Directors Emeritus. William J. Shaw, a former director and engaged LeadVice Chairman of the Company, holds the title of Director and independent key committees, is and will continue to be effectiveEmeritus, but does not vote at or attend Board meetings and is the optimal structurenot a nominee for our Company and our stockholders.

Corporate Governance

Board Composition and Diversity

The Company does not maintain a formal diversity policy for Board membership, however, the Board believes that the directors, considered as a group, should provide a mix of backgrounds, experience, knowledge, and abilities, and should reflect the diversity of the Company’s stockholders, associates, customers, and guests, and the communities in which we operate. Thus, as part of its annual review of board composition, the Nominating and Corporate Governance Committee considers and discusses the extent to which the Board as a whole includes a mix of members that represent a diversity of background and experience, which the committee defines broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills and expertise, professional and industry experience, and personal characteristics (including age, gender and race/ethnicity). The Board believes the current nominees embody a diverse range of viewpoints, backgrounds and skills, including with respect to age, tenure, gender, and race/ethnicity.

Board Diversity Matrix (as of May 6, 2022)
Total Number of Directors		12
		Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		5		7		0		0
Part II: Demographic Background
African American or Black		1		1		0		0
Alaskan Native or Native American		0		0		0		0
Asian		0		0		0		0
Hispanic or Latinx		0		2		0		0
Native Hawaiian or Pacific Islander		0		0		0		0
White		4		4		0		0
Two or More Races or Ethnicities		0		0		0		0
LGBTQ+		0
Did Not Disclose Demographic Background		0

20						Marriott International, Inc.

Corporate Governance

Likewise, the Board believes that committee leadership and membership should reflect the diversity of the Board, and when considering and reviewing committee assignments the Nominating and Corporate Governance Committee discusses the extent to which the regularly-meeting standing committees include a mix of members that represent a diversity of backgroundbackgrounds and experience. The Board believesBelow is a snapshot of the currentgender and race/ethnicity make-up of the anticipated committee leadership and membership embodies a diverse range of viewpoints, backgrounds and skills, including with respect to gender and race/ethnicity.composition following the Annual Meeting:

Corporate Governance

Board Skills and Experience

The Board believes that having the appropriatea mix of directors with complementary qualifications, expertise, and experience is essential to meeting the Board’sits oversight responsibility. The skills matrix below summarizes some of the skills and qualificationsexpertise of the nominees that we believe benefit our current business and strategy. Not being included in a category does not mean that a director lacks that qualification or skill. We continue to evaluate the matrix against our needs and strategy so that it can serve as an effective tool for identifying opportunities for improvement indirector nominees who collectively have the Board’s collectivecomplementary experience, knowledge, and abilities.abilities relevant to service on the Board.

Corporate Governance

Selection of Director Nominees

The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its members, other Board members, management, and stockholders. As a stockholder, you may recommend any person for consideration as a nominee for director by writing to the Nominating and Corporate Governance Committee of the Board of Directors, c/o Marriott International, Inc., Department 52/862, 10400 Fernwood Road, Bethesda, Maryland 20817.20817 (if sent prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda, Maryland 20814 (if sent on or after July 25, 2022). Recommendations must include the name and address of the stockholder making the recommendation, a representation that the stockholder is a holder of record of Class A common stock, biographical information about the individual recommended, and any other information the stockholder believes would be helpful to the Nominating and Corporate Governance Committee in evaluating the individual recommended.

The Board does not have specific requirements for eligibility to serve as a director. However, in evaluating candidates, regardless of how recommended, the Nominating and Corporate Governance Committee considers the qualifications set out in the Company’s Governance Principles, including:

In addition, as described above, when evaluating director candidates, the Nominating and Corporate Governance Committee considers and discusses the extent to which a prospective nominee helps the Board achieve a mix of members that represent a diversity of background and experience. The Nominating and Corporate Governance Committee makes a recommendation to the full Board as to any persons it believes should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee. The procedures for considering candidates recommended by a stockholder for Board membership are consistent with the procedures for candidates recommended by members of the Nominating and Corporate Governance Committee, other members of the Board, or management. When seeking new Director candidates, the Nominating and Corporate Governance Committee endeavors to include diverse candidates, including women and racial or ethnic minorities, in any search process and directs any search firm that it engages to include women and minority candidates in any pool of candidates that the firm compiles. During 2020,2021, the Nominating and Corporate Governance Committee did not utilizeused the services of Russell Reynolds Associates, a third-party executive search firm.firm, for this purpose.

Corporate Governance

Nominees to our Board of Directors

Each of the following director nominees presently serves on our Board and their term of office will expire at the Annual Meeting. The age shown below for each director nominee is as of May 7, 2021,6, 2022, the date of the Annual Meeting. Each director nominee has been nominated to serve until the 20222023 annual meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Set forth below is each director nominee’s biography as well as the qualifications and experiences each director nominee brings to our Board, in addition to the general qualifications discussed above.

Skills and Qualifications:

As a result of his service as CEO of the Company for 40 years, Mr. Marriott brings to theprovides our Board, our Inclusion and Social Impact Committee, and our Executive Committee, which he chairs,will chair upon becoming Chairman of the Board, valuable insight from his extensive leadership experience with, and knowledge of the Company’s businessCompany and strategy, as well as a historical perspective on the Company’s growth and operations. Mr. Marriott’s iconic status in the hospitality industry, alsoand his experience in a variety of operational, sales and leadership roles. In addition, as the son of the current Executive Chairman and the grandson of Marriott International’s founders, Mr. Marriott provides the Board a unique advantage todeep understanding of the Company.Company’s history, culture and mission.

Skills and Qualifications:

Mr. Capuano brings to the Board, our Executive Committee, and our Inclusion and Social Impact Committee extensive management experience with the Company, vast knowledge of the industry and the Company’s business and strategy, and deep experience and relationships in the hospitality industry as a result of his prior service in the Company’s development and global operations disciplines.

Mr. Capuano was elected to the Board in February 2021 in connection with his appointment as CEO.industry.

Corporate Governance

Skills and Qualifications:

Ms. Goren brings to the Board and to our Audit Committee, which she will chair following the Annual Meeting, financial expertise and wide-ranging global travel business experience. She has extensive experience in implementing complex global strategies, and in leading financial functions, loyalty programs, customer service organizations and large-scale international operations.

Ms. Goren was recommended to the Nominating and Corporate Governance Committee by a third-party search firm that conducted a search on behalf of the Company.

Skills and Qualifications:

As the daughter of the current Executive Chairman and the granddaughter of Marriott International’s founders, and having held a variety of senior leadership roles at the Company, Mrs. Harrison brings to our Board and our Inclusion and Social Impact Committee an extensive knowledge of the Company and its history, its culture and its mission. Mrs. Harrison’s enthusiasm, judgment and deep experience with our Company and our culture provides the Board valuable insight and strategic focus.

Corporate Governance

Skills and Qualifications:

Following the Annual Meeting, Mr. Henderson’s significant accounting skills, experience in leading the initial public offering of a public company’s subsidiary, and expertise in large organization management and emerging markets, make him a valuable member of the Board,Henderson will become our Audit Committee, which he chairs, andLead Director, chair our Nominating and Corporate Governance Committee, and join our Executive Committee.

Corporate Governance

Skills and Qualifications:

Ms. Lee provides our Board, our Executive Committee, our Inclusion and Social Impact Committee, which she chairs, and our Nominating and Corporate Governance Committee with proven leadership and business experience as the former chief executive officer of a major media and entertainment company, extensive management and corporate governance experience gained from that role as well as from her membership on the boards of other public companies, her legal experience, and insights gained from her extensive involvement in civic, community and charitable activities.

Skills and Qualifications:

As a result of his numerous senior management positions at Yum! Brands, Kmart, Sears and Potbelly Corporation, Mr. Lewis brings to the Board, our Human Resources and Compensation Committee, which he chairs, and our Audit Committee, and our Nominating and Corporate Governance Committee, which he will join after the Annual Meeting, significant leadership experience and expertise in corporate branding, marketing, franchising and management of complex global businesses.

Corporate Governance

Skills and Qualifications:

Mr. Marriott provides our Board and our Inclusion and Social Impact Committee valuable insight from his extensive knowledge of the Company and the hospitality industry, and his experience in a variety of operational, sales and leadership roles. In addition, as the son of the Executive Chairman and the grandson of Marriott International’s founders, Mr. Marriott provides the Board a deep understanding of the Company’s history, its culture and its mission.

Mr. Marriott was recommended to the Nominating and Corporate Governance Committee as a potential director candidate by the Executive Chairman and Chairman of the Board.

Skills and Qualifications:

As a result of her extensive experience managing large groups of employees, complex processes and enterprise-critical technology, Ms. McCarthy brings to the Board, our Audit Committee, and our Technology and Information Security Oversight Committee, which she chairs, valuable insights into areas of critical import to the operations of the Company, including experience in information security, data privacy, and technology.