Letter from our ChairmanThe board is focused on nurturing the culture and our Chief Executive Officer

LETTER FROM OUR CHAIRMAN AND OUR CHIEF EXECUTIVE OFFICER

2021 Business Highlights

core values that are the foundation of the company. In 2021, we made remarkable progress across ourthe past year, the board has overseen the company’s work in critical areas, such as reshaping the organization to reflect the company’s global portfolio. We believe this progress reflectsbusiness; investing in associates; transforming the resiliencecompany’s technology to enhance business opportunities and meet the evolving expectations of travel, the strength of our brands, the benefits of our asset light business model, and our strong focus on cost containment. Here are a few performance highlights from 2021:

More than two years after COVID-19 first emerged, there are signs all around us that people are adapting to a “new normal.” As travelers get back on the road, we are well-positioned to meet that demand and poised to further grow our business.

Environmental, Social and Governance

The Board of Directors and our management team remain keenly focused on our social impact and sustainability efforts. In June, as part of ourcompany’s diversity, equity, and inclusion efforts, we announced we were setting new internal diversity goals for positions at(DEI) objectives. We are proud of all that the vice president levelcompany has accomplished and above. The new targets aimlook forward to achieve global gender parity in these positions by 2023, an acceleration of our prior timetable,working with Tony and his senior leadership team to increase the representation of people of color in these positions in the U.S. to 25 percent by 2025. In July, we updated our Human Trafficking Awareness training,

Letter from our Chairman and our Chief Executive Officer

which will be made widely available to the 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 our broader sustainability and social impact platform, called Serve 360: Doing Good in Every Direction, through which we aim to positively address some of the most pressing societal issues of our time. As we weather the industry’s current challenges, we will continue to draw on our long history of being a force for good in our communities.propel the company forward.

We also knowcontinue to evolve as a board, maintaining strong corporate governance while refreshing our membership so 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 –right balance of skills, experience and we believeperspectives to help guide the diverse backgrounds, experiences, skills, and tenure of our directors are fundamental to the effectiveness of our Board.

Embracing Change

It 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 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 will 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 the age of 14. The Board has named him Chairman Emeritus, and we are grateful that he will remain close by as a mentor and a resource. Lawrence W. Kellner,company. George Muñoz, who has served on the Boardour board since 2002, has reached our mandatory retirement age and asis not standing for reelection this year. Among many contributions over his tenure, George was instrumental in the creation of our Committee for Excellence (now our Inclusion and Social Impact Committee), a champion of the company’s DEI efforts, and a leader on the board’s audit committee. While we will miss George’s valuable perspective and expertise, we were excited to welcome two new independent Lead Director since 2013, will also retire from the Board at the annual meeting. Larry has made many significant contributionsdirectors to the Boardboard earlier this month: Lauren Hobart, the President and its leadership,CEO of DICK’S Sporting Goods, and he will be deeply missed.

TalentedGrant Reid, who recently retired as the CEO of Mars, Incorporated. Both are well-respected executive leaders, who know our businessvalue Marriott’s culture and live our core values, are poisedand add to step into these big shoes. The Board has electedthe board’s skills in areas critical to the company’s strategic priorities, with outstanding track records leading consumer-focused companies, driving digital and technology transformations, and promoting inclusive workforces and sustainability.

A Note from David S.Marriott

It is an honor to follow in the footsteps of my grandparents, J. Willard and Alice Marriott, as its next Chairman, effective after the annual meeting. As the grandson of our founders, the son ofand my father, J.W. Marriott, Jr., In my first year as Chairman, I visited over 200 hotels worldwide, met with associates, owners and a long-time employeefranchisees, and executivecustomers across the globe, and represented the company at numerous internal and external conferences and events. Everywhere I go, I am humbled by the resilience and creativity of the company, Davidcompany’s associates. It has extensive operational and leadership experience and brings a deep historical perspectivebeen especially rewarding to the Board. He stepped down as an employeehave members of the board join me for hotel tours, gatherings with local company in April 2021 in connection with joiningleaders, and on-property activities like morning housekeeping meetings. These experiences have enriched 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 stewardshipboard’s understanding of the renownedMarriott’s unique culture and values that have fueled the companycompetitive advantage it provides the company.

*        *        *

We are incredibly optimistic about Marriott’s future and believe Marriott is well-positioned for more than 94strong growth over the coming years. Joining David in leading the Board 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, I know those values will continue to guide them. They have my utmost confidence. There is an exciting road ahead for Marriott International.

Thank you for your continued support.

Sincerely,

David S. Marriott		Frederick A. “Fritz” Henderson
J.W. Marriott, Jr. Executive Chairman and Chairman of the Board		Anthony G. Capuano Chief Executive Officer Lead Director

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 2022 ANNUAL MEETING OF STOCKHOLDERS

How to Vote Your Shares in Advance of the Annual Meeting (see pages 73 - 7682–85 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 20222023 annual meeting of stockholders (“Annual Meeting” or “2022“2023 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,” “Marriott,” or the “Company”) will be a virtual meeting held on May 6, 2022,12, 2023, beginning at 12:00 p.m.8:30 a.m. Eastern Time. Stockholders of record as of the record date may join a live audio webcast at www.virtualshareholdermeeting.com/MAR2022MAR2023. At the Annual Meeting, stockholders will act on the following items:

Record Date: Stockholders of record at the close of business on March 9, 2022,15, 2023 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/MAR2022 MAR2023by 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 5five 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 73 - 76.Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help ensure that your interests are represented at the meeting.

Distribution Date: This proxy statement is first being made available to our stockholders on March 22, 2022.28, 2023.

Stockholder List: A list of stockholders of record entitled to vote at the Annual Meeting will be available electronically at www.virtualshareholdermeeting.com/MAR2022MAR2023 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

March 22, 202228, 2023

Proxy Statement Summary

Executive Compensation Matters

In fiscal year 2021, the CompanyFor 2022, we focused on maximizing performance and saw continued to devote substantial attention to the impacts of the COVID-19 pandemic while also making significant leadership changes following the unexpected passing of our long-time President and CEO, Arne Sorenson, early in the year. Despite the ongoing effects of the pandemic and the changes in the Company’s leadership, we saw a significant business recovery across our global footprint. Ourfootprint, leading to terrific financial and operating performance were strong.performance. All of our regions, with the exception of Greater China, experienced significant hotel occupancy gainsRevPAR improvement during the year, and adjusted EBITDA nearly doubledNet Income increased by 115% over the prior year. Strong rooms growth resumed in 2021, and Adjusted EBITDA increased by nearly 70% over 2021.⁽¹⁾ We reinstated our dividend and resumed share buybacks, returning $2.9 billion to stockholders during the year. Development activity was also strong as we added more than 86,000over 65,000 rooms a new Company record.and signed deals for nearly 108,000 additional rooms. By year-end, our worldwide system consisted of nearly 8,0008,300 properties and roughly 1.481.5 million rooms in 139138 countries and territories. From a customer standpoint, we exceeded our goals for new Marriott Bonvoy loyalty member enrollments and improved Marriott Bonvoy elite member appreciationcustomer satisfaction scores. Our associate engagement scores exceeded the “Best Employer” external benchmark, and we were honored in 2021 to be recognized as the first and only hospitality company in DiversityInc’s Hall of Fame and by Fortune as one of the “BestFortune Best Companies to Work For”For in 2022 for the 24th25th consecutive year. Throughout this challenging period,significant business recovery, 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.

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:

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 20212022 and 20202021 fees in the “Audit Committee Report and Independent Auditor Fees” section of this

proxy statement. Although the Audit Committee has discretionary authority to appoint the independent auditor, the Board is seeking stockholder ratification of the appointment of the independent auditor 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 into consideration when determining whether to continue the firm’s engagement. Even if stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee may select another auditor if it determines doing so to be in the best interests of the Company and its stockholders.

The Board recommends that stockholders vote FOR ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

Item 3 – Advisory Vote to Approve Executive Compensation

We are asking stockholders to approve a non-binding advisory resolution on the compensation of our NEOs, as disclosed in this proxy statement.

Although the resolution, commonly referred to as a “say-on-pay”“say-on-pay” resolution, is non-binding, the Board and Human Resources and Compensation Committee value your opinions and will consider the outcome of the vote when making future compensation decisions. After consideration of the vote of stockholders at the 2017 annual meeting of stockholders and consistent with the Board’s recommendation, the Board’s current policy is to hold an advisory vote on executive compensation on an annual basis, and accordingly, after the Annual Meeting, the next advisory vote on the compensation of our NEOs is expected to occur at our 20232024 annual meeting of stockholders.stockholders, unless the Board changes its policy after consideration of the voting results of Item 4 in this proxy statement.

We urge you to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our NEOs.

The Board believes that our current executive compensation program achieves an appropriate balance of long- and short-term performance incentives, reinforces the link between executive pay and the Company’s long-term performance and stock value, and thereby aligns the interests of our NEOs with those of our stockholders.

In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the stockholders of Marriott International, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 20222023 Annual Meeting of Stockholders.

Items to be Voted On

Description of the 2023 Plan

The following description of the ESPP2023 Plan 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.B. References to “common stock” and “shares” below meanrefer to the Class A common stock of the Company.

Description of Capitalized terms not otherwise defined in this section have the Employee Stock Purchase Planmeanings set forth in the 2023 Plan.

Purpose.Purpose. The purpose of the ESPP2023 Plan is to encourage ownershippromote and enhance the long-term growth of our common stockthe Company by eligiblealigning the personal interests of its employees, non-employee directors and consultants to those of Company stockholders and allowing such individuals to participate in the growth, development, and financial performance of the Company. The 2023 Plan is further intended to provide an opportunity for eligible employeesflexibility to sharethe Company in its ability to motivate, attract, and retain the Company’s growth. The ESPP is intended to qualify as an employee stock purchase plan under Section 423services 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.key individuals.

Eligibility.Eligibility. Employees, non-employee directors and individual consultants 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 inreceive awards under the ESPP. Employees subject2023 Plan. Subject to collective bargaining agreementsthe provisions of the 2023 Plan, the Committee may, from time to time, select from all eligible employees, non-employee directors and consultants those to whom awards shall be granted and shall determine the nature and amount of each award. As of March 1, 2023, we managed the employment of approximately 382,000 associates. This number includes approximately 142,000 associates employed by Marriott at properties, customer care centers, and above-property operations, as well as approximately 241,000 associates who otherwise meetare employed by our property owners but whose employment is managed by Marriott (which is common outside the eligibility requirements will be eligible to participate in the ESPP if the applicable collective bargaining agreement so provides.U.S.). As of March 15, 2023, we had thirteen non-employee directors.

Administration Amendment and Termination. Under the terms of the ESPP, the Global Officer, Compensation & Benefits,. The 2023 Plan is designated as the plan administrator (the “Administrator”) with the authority to administer the ESPP. The plan terms specify thatadministered by the Human Resources and Compensation Committee of the Board may appoint or remove the individual serving as plan administrator. Subject to the terms(the “Committee”). All members of the ESPP, the Administrator has full and exclusive discretionary authority to construe, interpret and apply the termsCommittee are non-employee directors of the ESPP,Company. The Committee has broad discretion to designate separate offeringsdetermine the employees, non-employee directors and consultants eligible for awards and the size, type and terms and conditions of awards to be granted and to interpret the provisions of the 2023 Plan. As permitted by law, the Committee may delegate its authority under the ESPP,2023 Plan to determine eligibility, to adjudicate all disputed claims filed under the ESPP,any director or employee. All decisions 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 determinationdeterminations made by the AdministratorCommittee or its designee will to the full extent permitted by applicable laws, be final, conclusive and binding upon all parties.

Shares Available Under the 2023 Plan. The 2023 Plan reserves 11,750,000 shares of common stock for issuance under the 2023 Plan, plus the number of shares subject to any award outstanding under the Predecessor Plans as of the Effective Date that, after the Effective Date, are not issued because such award is settled in cash or is forfeited, canceled, terminates, expires or otherwise lapses without being exercised.

Shares of common stock subject to awards granted under the 2023 Plan that are forfeited, canceled, terminate, expire, lapse for any reason, are settled in cash, or are retained by the Company to satisfy any tax withholding, exercise price or purchase price obligation, will again be made available for issuance under the 2023 Plan.

The 2023 Plan provides that if certain events occur, the Company will make appropriate adjustments to the number of shares available for issuance and subject to outstanding awards. These events include a change in the Company’s capitalization, such as a stock split, reverse stock split, stock dividend, extraordinary dividend, share combination or recapitalization, or a corporate transaction, such as a merger, consolidation, separation, acquisition of property or shares, stock rights offering, spinoff or other distribution of our stock or property, any reorganization (whether or not taxable) or any partial or complete liquidation of the Company or any similar event that affects us (each, an “Adjustment Event”). The 2023 Plan permits these adjustments to prevent the dilution or enlargement of participant rights upon such an Adjustment Event.

Awards. The 2023 Plan provides for the following types of awards: SARs, stock options, restricted stock, RSUs, other share-based awards, other cash awards, non-employee director deferred share awards, and stock units. Each of the award types are summarized below:

Limit on Non-Employee Director Awards. The maximum aggregate number of shares of common stock that may be subject to any awards under the 2023 Plan granted in any one fiscal year to a non-employee director is $750,000, divided by the grant date fair value of such awards (rounded down to the nearest whole share).

Transferability. No incentive stock options or, except as otherwise permitted by the Committee, other awards under the 2023 Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

Change in Control. Unless otherwise provided in an award agreement, if a change in control of the Company occurs and a participant incurs a covered termination (including an involuntary termination not for misconduct or a voluntary termination as a result of certain material adverse changes in employment) within 3 months preceding or 24 months following the change in control, then: (i) SARs and stock options will vest and remain exercisable until the earlier of their scheduled expiration or 12 months (or 5 years for an approved retiree) following such termination; (ii) restricted stock, RSUs and other share-based awards will be deemed fully vested (with any performance criteria deemed satisfied at the “target” level) and the subject shares or cash will be distributed to the participant; and (iii) all other cash awards will be paid out as to a pro-rated amount based on the days in the applicable performance period through the date of such termination. However, each of these benefits are subject to a cut-back, so that no such benefits will be provided to the extent they would result in the loss of a deduction or imposition of excise taxes under the “golden parachute” excess parachute payment provisions of the Code.

Clawback or Recoupment. Awards under the 2023 Plan are subject to recoupment under the Company’s clawback policy(ies) in effect from time to time. In the event of a participant’s serious misconduct, which includes violation of applicable covenants or similar forfeiture conditions and other acts that are injurious to the Company, awards under the 2023 Plan may be forfeited or cancelled by the Company.

Amendment and Termination. Unless sooner terminated by the Board, the Committee or its delegate, the 2023 Plan will remain in effect until all shares subject to it have been purchased or acquired according to the plan’s provisions; provided, that no incentive stock option will be granted under the 2023 Plan after February 10, 2033. The Board inor its sole discretion,delegate may at any time alter, amend, suspend or terminate the ESPP,2023 Plan or any award thereunder in whole or in part, thereof, at any time and for any reason. In addition,subject to approval by the Company’s stockholders if determined by the Board. The Company’s most senior human resources officer mayalso has authority to alter, amend, suspend or terminate the ESPP,2023 Plan or any part thereof, at any time and for any reason, provided thataward thereunder, so long as such amendment does not materially increase 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 Administrator’s discretion), or may elect2023 Plan to permit offering periods to expire in accordance with their terms.

Number of Shares of Common Stock Available under the ESPP. A maximum of four million shares of common stock will be available for issuance pursuant to the ESPP. In the event of any dividend or other distribution (whether in the form 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 inrequire approval of the eventBoard or the Company’s stockholders under applicable law or the rules of any other changeapplicable securities exchange.

New Plan Benefits

As described above, the selection of participants who will receive awards under the 2023 Plan and the size and types of awards will be determined by the Committee in its discretion. Therefore, the corporate structureamount of any future awards under the Company affecting the common stock, the Administrator, in order2023 Plan is not yet determinable and it is not possible to prevent dilution or enlargement ofpredict the benefits or potential benefits intendedamounts that will be received by, or allocated to, be made availableparticular individuals or groups of employees. For information regarding the awards granted to our NEOs during 2022 see the “Grants of Plan-Based Awards for Fiscal Year 2022” section of this proxy statement and for information on awards granted to our non-employee directors in 2022 under the ESPP, will, in such manner as2008 Plan, see 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.“Director Compensation” section.

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 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 offering periods or the number of shares eligible for purchase in an offering period. After an offering period has begun, a participant may cancel his or her contributions, but may not otherwise modify his or her election or receive a refund.

Items to be Voted On

Purchase of Shares. On the last trading day of each offering period, each participant’s payroll deductions are used to purchase shares. The purchase price for these shares will be 85% of the fair market value of the Company’s common stock on either the first or last day of the offering period, whichever is lower. Fair market value under the ESPP generally means the closing price of the Company’s common stock on the Nasdaq Global Select Market for the day in question. As of March 1, 2022, the fair market value of the Company’s common stock was $164.91 per share. During any single year, no participant may purchase more than $25,000 of shares under the ESPP (based on the fair market value of the Company’s common stock on the applicable enrollment date(s)). In no event may a participant purchase more than 1,000 shares during any single offering period.

Termination of Participation. Participation in the 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 participant.

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 day of the offering period.

Certain U.S. Federal Income Tax Consequences

The following is a summary of certain material U.S. federal income tax consequences associated with the grant, vesting, exercise and exercisesettlement of purchase rightsawards under the ESPP2023 Plan. This summary is not intended to be exhaustive and certain other tax considerations associated with the disposition of shares purchased under the ESPP. The summary does not address all consequencesmatters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the ownership of ESPP shares, nor does it address any applicable gift, estate, social security, employment, U.S. state, U.S. local and non-U.S.Code), or tax consequences. This summary applies only to the Company and to participants who are individuals and who are citizens or residents of the United States forlaws other than U.S. federal income tax purposes. It does not addresslaw. Because individual circumstances may vary, we recommend that all aspects of U.S. federal income taxation that may be important to particular participants in light ofconsult their individual investment circumstances or to participants who may be subject to specialown 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 rulesadvisor concerning the federal income tax consequences with respect to the purchaseimplications of common stockawards granted under the ESPP are quite complex. Therefore, the following summary is intended to provide a general understanding2023 Plan.

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.SARs. No taxable income until the sale or other dispositionis recognized upon receipt 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), theSARs. The participant will recognize ordinary income in the year in which the SAR is exercised, in an amount equal to the lesser of (1) the excess of the fair market value of the underlying shares of common stock on the exercise date over the exercise price of the SAR, and the participant will be required to satisfy the tax withholding requirements applicable to such income. We generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant in connection with the exercise of the SAR.

Incentive Stock Options. No taxable income is recognized by a participant at the time of the grant of incentive stock options, and no taxable income is recognized for ordinary income tax purposes at the time the incentive stock option is exercised, although taxable income may arise at that time for alternative minimum tax purposes. Unless there is a disqualifying disposition, as described below, the participant will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the shares, then the excess of (a) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (b) the purchaseexercise price paid for the shares will be taxable as ordinary income to the participant. Any additional gain or (2)loss recognized upon the disposition will be a capital gain or loss.

If the participant makes a disqualifying disposition of the purchased shares, then we generally will be entitled to an amountincome tax deduction for the taxable year in which such disposition occurs equal to 15%the amount of ordinary income recognized by the optionee as a result of the disposition. We will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the shares.

Nonqualified Stock Options. No taxable income is recognized by the participant upon the grant of a nonqualified stock option. The participant will generally recognize ordinary income in the year in which the option is exercised equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the participant will be required to satisfy the tax withholding requirements applicable to such income. We generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option.

Restricted Stock. A participant who receives a restricted stock award will not recognize any taxable income at the time those shares are issued but will recognize ordinary income as and when those shares subsequently vest, in an amount equal to the excess of (i) the fair market value of the first dayshares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The participant may, however, elect under Section 83(b) of the applicable offering periodCode to include as ordinary income in whichthe year the unvested shares are issued an amount equal to the excess of (a) the fair market value of those shares on the issue date over (b) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares were acquired. Any additional gainsubsequently vest. We will be treated as long-term capital gain. Ifentitled to an income tax deduction equal to the shares are soldamount of ordinary income recognized by the participant with respect to the restricted stock award at the time such ordinary income is recognized by the recipient.

RSUs, Other Share-Based Awards, Other Cash Awards, Non-Employee Director Deferred Share Awards and Stock Units. No taxable income is recognized upon receipt of RSUs, other share-based awards, other cash awards, non-employee director deferred share awards or otherwise disposed of before the expiration of the aforementioned periods (other than following a participant’s death) (a “Disqualifying Disposition”), thestock units. The participant will recognize ordinary income equalin the year in which the shares subject to the excessaward are actually issued or in the year in which the award is settled in cash. The amount of (1)that income will be equal to the fair market value of the shares on the date of issuance or the shares were purchased over (2)amount of the purchase price. Any additional gain or loss on such sale or dispositioncash paid in settlement of the award, and the participant will be capital gain or loss, whichrequired to satisfy the tax withholding requirements applicable to the income. We generally will be long-term if the shares are held for more than one year.

The Company generally is not entitled to aan income tax deduction for amounts taxed as ordinary income or capital gain to a participant exceptequal to the extentamount of ordinary income recognized by participantsthe participant at the time the shares are issued or the cash amount is paid.

Deferred Compensation. Section 409A of the Code provides additional tax rules governing non-qualified deferred compensation. Generally, Section 409A will not apply to SARs, stock options or restricted stock, but may apply in some cases to RSUs or other stock awards subject to performance conditions or certain retirement vesting provisions, as well as to the resultnon-employee director deferred share awards and stock units. For certain officers of the Company, settlement of such deferred awards may be subject to a delay of up to six months.

Deductibility of Executive Compensation. Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain compensation paid to any “covered employee” in excess of $1 million. For purposes of Section 162(m), the term “covered employee” includes any individual who serves as chief executive officer, chief financial officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year. It is expected that compensation deductions for any covered employee with respect to awards under the 2023 Plan will be subject to the $1 million annual deduction limitation. The Committee may grant awards under the 2023 Plan or otherwise that are or may become non-deductible when it believes doing so is in the best interests of the Company and our stockholders.

Item 6 – Stockholder Resolution Requesting that the Company Publish a
Congruency Report of Partnerships with Globalist Organizations

The National Center for Public Policy Research (NCPPR), 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 NCPPR, the Board unanimously recommends a vote “AGAINST” the following stockholder resolution. We have included the proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The 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

Congruency Report of Partnerships with Globalist Organizations

Resolved: We request that Marriott International, Inc. (the “Company”) publish a report, at reasonable expense, analyzing the congruency of voluntary partnerships with organizations that facilitate collaboration between businesses, governments and NGOs for social and political ends against the Company’s fiduciary duty to shareholders.

Supporting Statement:

Marriott does not list the World Economic Forum (WEF), Business Roundtable (BR), Council on Foreign Relations (CFR), Rockefeller Foundation or Bilderberg Group among its partners or as recipients of contributions;¹ however, WEF does list Marriott as a partner,² BR lists CEO Anthony G. Capuano among its members,³ Rockefeller Foundation lists VP of Sustainability Denise Naguib as a member,⁴ former Marriott president Fred Malek was a CFR member,⁵ and past Bilderberg meetings have been held inside Marriott hotels.⁶

Why the inconsistency? Why is the Board concealing these partnerships, amongst others, from shareholders?

Marriott’s legal duty as a Delaware business corporation requires it to first serve the interests of its shareholders.⁷ Because Marriott is not a public benefit corporation,⁸ all additional Company actions and expenditures with third parties must be shown by the Board to be congruent with the interests of shareholders and the Company’s fundamental purpose, which since 1957 – according to Marriott’s own materials – is a hotel business.⁹

However, the agendas of WEF, BR and other such globalist organizations are antithetical with the Company’s fiduciary duty. This obliges the Board to explain how these partnerships serve the interests of shareholders (rather than Directors).

WEF, for example, describes itself as an “international organization for public-private cooperation,” and that it was “founded on the stakeholder theory, which asserts that an organization is accountable to all parts of society.”¹⁰

Similarly, BR pretended to redefine “the purpose of a Disqualifying Disposition.corporation” such that a corporation ought to cater to the special interests of “stakeholders” rather than the fundamental interests of its owners, the shareholders.¹¹

Those agendas are incongruent with the interests of Marriott shareholders and the traditional – and legally binding – definition of a corporation. The more the Board pays favor to hand-picked “stakeholders,” the less it’s accountable to capital-providing shareholders. In partnering and conspiring with WEF and others, then, Marriott’s shareholders are funding the efforts designed to debase their own influence as shareholders within the Company.

But most importantly, it’s the radical agendas of these organizations that makes our partnerships with them so troubling, not to mention inconsistent with the values of most shareholders.

For example, WEF openly advocates for transhumanism,¹² abolishing private property,¹³ eating bugs,¹⁴ social credit systems,¹⁵ “The Great Reset,”¹⁶ and host of other blatantly Orwellian objectives.

Most Marriott shareholders are unaware (since the Board hides it from them) that their capital is in part being used to pursue this anti-human, anti-freedom agenda. Moreover, none of this is congruent with the Company’s basic purpose of providing value to shareholders by serving customers with a stay at a Marriott hotel.¹⁷

Board Response

The Board recommends that stockholdersa vote FORAGAINST this proposal for the following reasons:

The National Center for Public Policy Research has proposed that we produce a report explaining the congruency between the interests of our stockholders and the social and political policy positions developed by various trade associations, industry groups and business organizations of which we or our current (or, in some cases, former) leaders are members. The Board has considered the proposal and concluded that the requested report would not enhance stockholder value, would not provide meaningful additional information for stockholders, and would be impracticable to prepare. Thus, preparing the report would not be in the best interests of stockholders or an appropriate use of corporate resources.

The Company and its leaders are members of various organizations that represent industry and business interests globally and in the United States. Reasons for membership vary, but generally these organizations provide engagement opportunities with customers, thought leadership forums for executives, and multi-company or multi-industry platforms to engage and exercise leadership on common issues that impact our business and our interests. In addition, these organizations develop positions on public policy issues relevant to their members, which are also of concern to our employees and customers and the communities in which we operate. We believe that involvement with such organizations is consistent with our longstanding involvement in the political process and efforts to address public policy issues that are relevant to the business and our stockholders.

The Company has a process in place to evaluate and approve corporate membership and executive leadership activity in these groups and assess the Marriott International, Inc. Employee Stock Purchase Plan.

ItemsIn light of these disclosures, the requested report would not provide meaningful additional information to stockholders and would serve little purpose. We do not endorse or agree with every policy position, initiative, decision around political spending, or workstream undertaken by the various groups with which we interact, and we believe that preparing a report on each social and political policy position developed by those groups would be so expensive and time-consuming as to be Voted Onimpracticable.

For these reasons, the Board recommends a vote AGAINST the proposal.

Item 57 – Stockholder Resolution Requesting the BoardCompany Annually Prepare a Report on the Economic and Social Costs and Risks Created by the Company’s Compensation and Workforce PracticesPay Equity Disclosure

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 proponent, 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 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

ITEM 5 – Report on costs of low wages and inequality

RESOLVED, shareholders ask that the board commission and publish a report on (1) whether the Company participates in compensation and workforce practices that prioritize Company financial performance over the economic 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 diversified shareholders who rely on a stable 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 value of human capital, through links to more chronic health conditions developed earlier in life.¹¹

 The Proponent’s Proposal

Proposal 7 – Pay Equity Disclosure

Resolved: Myra K. Young of CorpGov.net and other shareholders, request Marriott International, Inc. (“Company” or “Marriott”) report annually on unadjusted median and adjusted pay gaps across race and gender globally and/or by country, where appropriate, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information.

Racial/gender pay gaps are the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings.

Supporting Statement: Pay inequities persist across race and gender. They pose substantial risks to companies and society. Black workers’ hourly median earnings represent 64% of white wages. Median income for women working full time is 83% of that of men.¹ Intersecting race, Black women earn 63%, Native women 60%, and Latina women 55%.² At the current rate, women will not reach pay equity until 2059, Black women 2130, and Latina women 2224.³

Citigroup estimated closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income.⁴ PwC estimates closing the gender pay gap could boost OECD economies by $2 trillion annually.⁵ Actively managing pay equity is linked to superior stock performance and return on equity.⁶

Best practice includes:

1. unadjusted median pay gaps, assessing equal opportunity to high-paying roles,

2. statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.

Over 20 percent of the 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.⁷ Marriott reports neither.

Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization.⁸ The United Kingdom and Ireland mandate disclosure of median pay gaps, and the United Kingdom is considering racial pay reporting.

An annual report adequate for investors to assess performance could integrate base, bonus and equity compensation to calculate:

• percentage median and adjusted gender pay gap, globally and/or by country

• percentage median and adjusted racial/minority/ethnicity pay gap, U.S. and/or by country

It is also worth considering that Marriot reported a CEO pay ratio of 506 to 1.

To Enhance Shareholder Value, Vote FOR
Pay Equity Disclosure – Proposal 7

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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

Board 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

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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 has considered the proposal and recommends that stockholders vote against it. Our compensation policies are grounded in equity and designed to reflect competitive pay for performance, and we have robust and proactive policies and procedures in place to identify, minimize and rectify unintended pay gaps. The results are self-evident: we are routinely recognized as a top employer and best company to work for, earn associate engagement scores that exceed the “Best Employer” external benchmark, and have a longstanding record of hiring and retaining a diverse workforce. We are proud of our record in these areas and transparent about our holistic human capital strategies and results—including pay equity efforts and progress—in a variety of forums, including our Annual Report on Form 10-K and annual Serve 360 Report. To further enhance these robust disclosures, as described below, we plan to include adjusted pay equity ratios for U.S. employees by gender and race in our next Serve 360 Report. According to the proposal and sources cited in it, this disclosure will exceed pay equity gap information provided by the vast majority of other S&P 500 companies. Given the global nature of our workforce and the dramatic differences in market-based pay by geography, the Board does not believe that the proposal’s request that we also report unadjusted median pay gaps across race and gender globally or in each of the 138 countries and territories where we operate is a practical or useful supplement to our existing efforts or the information available to investors.

Our compensation policies and practices are grounded in equity and reflect competitive pay for performance.

Pay equity is foundational to our pay practices and policies. In the U.S., the vast majority of our jobs are hourly paid positions, which are generally compensated based on fixed or defined pay rates, with increases based on tenure. This highly structured compensation framework prevents exercise of managerial discretion in setting pay rates and means that our U.S. hourly paid employees generally are paid the same rate as others with the same job and tenure in their geographic location. Similarly, for our non-hourly management employees, there are well-established pay bands for all roles, and pay equity is evaluated at the time of an initial job offer and throughout the employment life cycle. Globally, during the application process, we ban inquiries into salary history and only request the applicant’s desired rate of pay. Moreover, we prohibit inquiries into salary history and ban the use of compensation history when establishing starting pay for new hires.

We conduct a detailed statistical analysis with third parties at least annually to review gender and racial pay equity in the U.S. Additional reviews of pay and processes throughout the year are designed to support us in making adjustments due to market conditions and providing consistency to associates. Through such pay and policy adjustments, we correct for unintended pay differences, and where appropriate, adjust for market competitiveness as part of our annual and ongoing reviews. In 2022, pay adjustments for unintended pay differences were de minimis. We also continue to review our processes and analyses beyond the U.S. to review and analyze our equitable pay and practices more broadly.

We are committed to transparency and meaningful disclosure.

We are proud of our compensation policies and practices and our proven ability to attract, retain and develop a diverse and engaged workforce. Our Annual Report on Form 10-K and annual Serve 360 Report provide detailed information about our workforce, commitment to investing in associates, and human capital strategy—including pay equity practices and policies. As indicated above, to further enhance these robust disclosures, in our next Serve 360 Report, which we expect to publish later this year, we plan to include pay equity ratios by gender and race for U.S. employees, adjusted for factors such as experience, tenure, job function, level and scope of responsibilities, and geography. Based on the sources cited in the proposal, this disclosure will exceed pay equity gap information provided by most other S&P 500 companies.

The Board does not believe, however, that the proposal’s additional requested reporting of unadjusted median pay gaps across race and gender globally is a practical or useful supplement to our existing efforts or the information available to investors. Given the global nature of our workforce and the dramatic differences in market-based pay by geography, the administrative burden of collecting and comparing pay data in over 138 countries and territories and corresponding currencies would not add meaningful information or corresponding value to investors.

We embrace a holistic strategy to invest in our associates.

Pay equity is just one part of our larger set of practices designed to support, develop and retain a diverse and engaged workforce. Our long history of service, innovation, and growth is built on a commitment to put people first. We invest in our associates, with a focus on leadership development, recognition, compensation, career opportunity, and skills training. We are focused on providing our associates with the tools, resources, and support they need to thrive—both personally and professionally. We have comprehensive compensation and benefits offerings, and we regularly evaluate these programs for competitiveness against the external talent market.

Our TakeCare program provides associates with tools and resources to support their physical, mental, and financial wellbeing. We are equally proud of our efforts to promote a diverse and inclusive workforce, and we value the differences of our associates as a strategic business priority. As part of our efforts to advance women and people of color, we have established meaningful objectives to diversify our leadership. In 2021, we announced the acceleration of our efforts to achieve global gender parity at the vice president level and above by the end of 2023 — two years earlier than the original goal. We are also continuing our efforts toward our objective to increase the representation of people of color at the vice president level and above in the U.S. to 25 percent by year-end 2023.

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For decades we have been recognized for our outstanding workplace programs, leadership excellence, commitment to diversity, equity and inclusion, and industry-leading initiatives. We are committed to maintaining leading corporate governance standardsthis record of achievement, investing in our associates, and effective Board oversight. In keeping withsharing information about our efforts and our progress.

For these goals,reasons, the Board hasrecommends a vote AGAINST the proposal.

Corporate Governance

Board Leadership Structure

The Board separated the roles of Chairman and CEO sincein 2012 and has maintained an independent Lead Director since 2013. The Board reviews thisits leadership structure as part of its succession planning process andprocess. It 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 and the Company. J.W. Marriott, Jr., whose parents founded the Company, has served

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as the Chairman of the Board since 1985 and as Executive Chairman since the Board separated the roles ofseparate Chairman and CEO 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 and 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. as Chairman of the Board when he transitions to the role of Chairman Emeritus after the Annual Meeting, likewise has extensive prior experience in a variety of operational and senior leadership roles, at the Company 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. In doing so, he will also continue the Marriott family’s stewardship of the 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 independent Lead Director since 2013. The Lead Director’s robust roles and responsibilities, as 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 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 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

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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.

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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 beprovides robust oversight and independent leadership on the most effective leadership structure forBoard while maximizing the Company and our stockholders.Company’s unique advantages.

Separate Board Chairman and CEO. Since 2012, theThe Board has chosen to separate the roles of Chairman of the Board and CEO.CEO for more than ten years. 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 servehas served as the Chairman of the Board effective as of the conclusion of the Annual Meeting.since May 2022. 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-qualifiedwell 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 provideto focus on leading the Board in fulfilling its oversight and governance responsibilities. As Chairman, he provides leadership to the Board by, among other things, working with the President and 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 operationfunctioning 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 serveserves as a key conduit between management, the Board, and the Marriott family, who have a demonstrated interestsignificant ownership stake in the Company and a demonstrated commitment to theits long-term success of the Company.success.

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, servinggoodwill. He serves as an ambassador to the Company’s associates, owners and franchisees, and the communities in which we operate, and participatingparticipates in internal Company events and representingrepresents the Company at external events, in each case as requested by the President and CEO, senior executive leadership team or the Board. In doing so, Mr. Marriott continues the Marriott family’s stewardship of the culture and core values that have empowered associates, taken care of guests, created opportunities for hotel owners and franchisees, and fueled the Company for more than 95 years. In 2022, Mr. Marriott visited over 200 hotels worldwide; met with associates, owners and franchisees and customers across the globe; and represented the Company at numerous internal and external conferences and events. 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 provideprovides a competitive advantage to the Company. The Board expectsconsidered that these additional responsibilities, combined with Mr. David Marriott’s responsibilities as Chairman, will require significant time commitments and anticipates establishinghas established a chairman retainer fee reflective of those commitments.

Tony Capuano has served as Chief Executive Officer and a director of the Company since February 2021.2021 and was additionally appointed President of the Company in February 2023. As President and 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 leadership 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.Director. 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 President and CEO and the independent directors. The Lead Director

Corporate Governance

also reviews and approves, in consultation with both the Chairman and the President 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 President and CEO, makes recommendations for changes to the Company’s governance practices, and is available for direct engagement with major stockholders. The Lead Director is a standing

member of the Board’s Executive Committee. The Board believes that the role of 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 following the Annual Meeting and he is therefore not a nominee for re-election.The independent directors of the Board haveappoint the Lead Director annually. In 2022 and 2023, the independent directors selected Mr. Frederick A. “Fritz” Henderson to serve as our next independentthe Lead Director, effective immediately following the Annual Meeting.Director. Mr. Henderson has served on the Board since 2013 and served as our Audit Committee chair sincefrom May 2014 to May 2022, and he 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 Audit Committee after the Annual Meeting.

David Marriott	Fritz Henderson	Tony Capuano
David Marriott		Fritz Henderson		Tony Capuano
Chairman of the Board-Elect Board		Independent Lead Director-Elect Director		Chief Executive Officer President and CEO
Primary Responsibilities •   Focuses on Board oversight, functioning and governance matters •   Presides at meetings of the Board and of the stockholders •   Reviews and approves Board agendas and materials •   Advises the Lead Director on Board composition, recruitment and succession planning •   Represents the Company at internal and external events to help further the Company’s strategic goals and to promote the Company’s business, brands, culture, values and goodwill •   Provides advice and counsel to the President and CEO		Primary Responsibilities •   Coordinates the activities of the independent directors and presides at executive sessions of independent directors •   Reviews and approves Board agendas and materials •   Advises on director recruitment and recommends Board committee chairs •   Oversees the Board and committee evaluation process •   Organizes and leads the Board’s annual evaluation of the President and CEO •   Works with the Chairman and the President and CEO to ensure management adequately addresses matters identified by the Board and the independent directors		Primary Responsibilities •   Leads the Company’s global business and is responsible for the Company’s short- and long-term performance •   Leads the development and implementation of the Company’s vision and mission •   Sets and manages the execution of the Company’s business strategies •   Cultivates and advances the Company’s culture and values •   Evaluates and develops the Company’s executive leaders and succession plans and sets the Company’s organizational structure

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.

Emeritus Designations

Chairman Emeritus. The Board has determined that J.W. Marriott, Jr., our currentformer Executive Chairman and Chairman of the Board, who is not a nominee for election, shall holdholds the title of Chairman Emeritus, effective as of the conclusion of the Annual Meeting.Emeritus. As Chairman Emeritus, Mr. Marriott may attend certain Board meetings or functions, but he is not a nominee for election and is not considered a member of the Board or a “director” as that term is used in our Amended and Restated 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 his role as Chairman Emeritus.

DirectorsDirector Emeritus. William J. Shaw, a former director and Vice Chairman of the Company, holds the title of Director Emeritus, but does not vote at or attend Board meetings and is not a nominee for election.