Proxy Statement Summary

Executive Compensation Matters

In fiscal year 2020, the Company devoted substantial attentionFor 2022, we focused on maximizing performance and saw continued business recovery across our global footprint, leading to responding to the human and business impact of the COVID-19 pandemic while maintaining focus on our long-term strategy to drive future growth. Our NEOs showed exceptional performance in managing the Company in the face of unprecedented challenges resulting from the COVID-19 pandemic, including, but not limited to, managing 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 theirterrific financial and operational concerns. Despiteoperating performance. All of our regions, with the COVID-19 pandemic,exception of Greater China, experienced significant RevPAR improvement during the year, Net Income increased by 115% over 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 ended 2020 with more than 498,000added over 65,000 rooms and signed deals for nearly 108,000 additional rooms. By year-end, our worldwide system consisted of nearly 8,300 properties and roughly 1.5 million rooms in 138 countries and territories. From a customer standpoint, we exceeded our development pipeline. Wegoals for loyalty member enrollments and improved customer satisfaction scores. Our associate engagement scores exceeded the “Best Employer” external benchmark, and we were also honored in 2020 to be recognized by DiversityInc as the #1 Company for Diversity and by Fortune as one of the “BestFortune Best Companies to Work For”For in 2022 for the 23rd25th consecutive year.

We Throughout this 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. 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:

Items to be Voted On

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 20222024 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”) beginning on page 36section 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, appearing on pages 48 through 58 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 20212023 Annual Meeting of Stockholders.

Item 4 – Approval of Proposed Amendments to our Restated Certificate of Incorporationvotes every year. Compensation decisions and Bylaws to Remove Supermajority Voting Standards

The Certificate and Bylaws currently require the approval of the holders of 66 2/3% of the Company’s outstanding shares for certain fundamental changes to the Company’s corporate governance. This Item 4 is a result of the Board’s ongoing review of our corporate governance practices and a non-binding stockholder proposal to remove these supermajority voting requirements that received support from a majority of the votes cast at the Company’s 2020 Annual Meeting of Stockholders. After considering corporate governance best practices for our stockholders, balancing the competing interests discussed below and taking into account last year’s stockholder vote, the Board has approved resolutions declaring it advisable to amend the Certificate and, subject to the filing and effectiveness of a certificate of amendment setting forth certain amendments to the Certificate (as described below) approved by the stockholders, the Bylaws to eliminate each voting requirement that calls for a supermajority vote and make certain related amendments (the “Proposed Amendments”). The Proposed Amendmentsdisclosures are set forth in Items 4(a) to 4(e) below, which will be votedmade on separately. The vote required to approve each of the Proposed Amendments is discussed in each Item. Approval of any Item is not conditioned upon approval of the other Items.

Items to be Voted On

Purpose and Effect of the Proposed Amendments

an annual basis. The Board continually evaluatesvalues the implementation of appropriate corporate governance measures. In this regard, the Board has evaluated the Company’s voting requirements in the past and has consistently determined that the retention of a supermajority vote standard for certain fundamental changes to the Company’s corporate governance was the best way to protect the interests 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 defined in the Certificate, which include stockholders who beneficially own, and affiliates of the Company that at any time in the two years preceding such a transaction have beneficially owned, at least 25% of the voting power of 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 allfeedback of the Company’s stockholders and recognizes that doholding an annual advisory vote provides the Company with direct and current feedback on our compensation policies and practices. An annual advisory vote also is consistent with our practice of annual elections for all directors and annual ratification of our independent registered public accounting firm.

Although this advisory vote on the frequency of such future votes is not sacrificebinding on the long-termBoard, the Board and the Human Resources and Compensation Committee value your opinion and will consider the outcome of the vote in establishing the frequency with which advisory votes to approve executive compensation will be held in the future. Notwithstanding the Board’s recommendation and the

outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes to approve our executive compensation on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

You may specify one of four choices for this proposal on the proxy card: 1 Year, 2 Years, 3 Years, or abstain. You are not voting to approve or disapprove the Board’s recommendation.

Item 5 – Approval of the 2023 Marriott International, Inc. Stock and Cash
Incentive Plan

The Board has unanimously approved the adoption of the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (referred to below as the “2023 Plan”) for the benefit of eligible employees, non-employee directors and consultants of the Company and its subsidiaries. The Board believes that a comprehensive equity compensation program is necessary to ensure we attract, retain, and motivate individuals that are essential to the success of the Company, for short-term benefits.

Onallow such individuals to participate in the other hand,growth, development, and financial performance of the Company, and ensure continued alignment between our service providers and our stockholders. The adoption of the 2023 Plan by 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 determinationsubject 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 forour stockholders. In this Item 5, we are asking our stockholders to amend certain sectionsapprove the 2023 Plan at the Annual Meeting.

If the 2023 Plan is approved by our stockholders, it will become effective on May 12, 2023 (the “Effective Date”), and no further awards will be granted under the Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan (the “2013 LTIP”), which was assumed in connection with the acquisition of Starwood, or the Marriott International, Inc. Stock and Cash Incentive Plan (the “2008 Plan”) after the Effective Date.

Share Reserve Under the 2023 Plan

The maximum number of shares of Class A common stock authorized for issuance under the 2023 Plan is (i) 11,750,000 shares plus (ii) the number of shares subject to any award outstanding under the 2008 Plan, the 2013 LTIP or any of the Bylaws. More informationCompany’s other prior equity plans (collectively, 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.

As part of the Human Resources and Compensation Committee’s recommendation to the Board to approve the 2023 Plan, including the total number of shares available for issuance under the 2023 Plan, the Human Resources and Compensation Committee considered the May 30, 2023 expiration date of the 2013 LTIP, the anticipated depletion of the shares previously approved by stockholders for issuance under the 2008 Plan, and advice from its independent compensation consultant. The Human Resources and Compensation Committee also analyzed our historical burn rate, anticipated future equity award needs, and the dilutive impact of the 2023 Plan’s share reserve.

Shares Outstanding. On December 31, 2022, a total of 313,466,387 shares of Class A common stock were outstanding and the fair market value of our common stock was $148.89 per share, based on the Proposed Amendmentsclosing sale price of our common stock on the Nasdaq Global Select Market on December 30, 2022.

Historical Burn Rate. Our equity plan share usage over 2020, 2021 and 2022 represented a three-year average adjusted burn rate of 0.61%, as described in the table below.

Dilution. Dilution is commonly measured by “overhang,” which generally refers to remove the supermajority voting standardsamount of potential dilution to current stockholders that could result from the future issuance of the shares reserved under an equity compensation plan. Overhang is typically expressed as a percentage (equal to a fraction where the numerator is the sum of the number of shares reserved but not issued under equity compensation plans plus the number of shares subject to outstanding awards and the denominator is the sum of the numerator plus the total number of shares outstanding). If the 2023 Plan is approved, our overhang will be approximately 3.66% based on shares outstanding as of March 15, 2023.

Key Features and Governance Best Practices

The 2023 Plan includes a number of key features that reflect corporate governance best practices, including the following:

• No Repricing – The 2023 Plan prohibits the repricing of stock options and SARs without stockholder approval.

• No Dividends on Unvested Awards – The 2023 Plan provides that dividends and dividend equivalent rights are subject to the same vesting conditions as the underlying awards to which they relate.

• No Automatic Single Trigger Acceleration – In the event of a change in thesecontrol, the 2023 Plan does not provide for automatic single trigger acceleration and instead provides for double trigger acceleration, where acceleration only occurs in the event of a covered termination of employment within three months preceding or 24 months following such change in control.

• Limit on Awards to Non-Employee Directors – The maximum grant date fair value of equity awards made to non-employee directors under the 2023 Plan in any one fiscal year is limited to $750,000.

• Clawback Provision – Awards under the 2023 Plan are subject to recoupment under the Company’s clawback policy(ies) as in effect from time to time, and in the event of a participant’s serious misconduct, awards under the 2023 Plan may be forfeited or cancelled by the Company.

• Term and Exercise Price Limits on Stock Options and SARs – Stock options and SARs granted under the 2023 Plan are subject to a maximum term of 10 years and may not be granted with an exercise price that is less than the fair market value of our common stock on the grant date.

Description of the 2023 Plan

The following description of the 2023 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 B. References to “common stock” and “shares” below refer to the Class A common stock of the Company. Capitalized terms not otherwise defined in this section have the meanings 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 Directors2023 Plan.

Description of Amendment.Purpose Currently, the fourth paragraph of Article EIGHTH. The purpose of the Certificate2023 Plan is to promote and enhance 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 shareslong-term growth of the Company entitledby aligning the personal interests of its employees, non-employee directors and consultants to vote generallythose of Company stockholders and allowing such individuals to participate in the electiongrowth, development, and financial performance of the Company. The 2023 Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of key individuals.

Eligibility. Employees, non-employee directors voting togetherand individual consultants of the Company and its subsidiaries are eligible to receive awards under the 2023 Plan. Subject to the 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 are employed by our property owners but whose employment is managed by Marriott (which is common outside the U.S.). As of March 15, 2023, we had thirteen non-employee directors.

Administration. The 2023 Plan is administered by the Human Resources and Compensation Committee of the Board (the “Committee”). All members of the Committee are non-employee directors of the Company. The Committee has broad discretion to determine 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 2023 Plan to any director or employee. All decisions and determinations made by the Committee or its designee will 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 single class. This Item 4(a) requestsstock 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 stockholders approveaffects us (each, an amendment“Adjustment Event”). The 2023 Plan permits these adjustments to deleteprevent the supermajority voting requirementdilution or enlargement of participant rights upon such an Adjustment Event.

Awards. The 2023 Plan provides for the removalfollowing types of directors in (i) the fourth paragraph of Article EIGHTHawards: 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 Certificateaward 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 filing and effectiveness2023 Plan granted in any one fiscal year to a non-employee director is $750,000, divided by the grant date fair value of a certificate of amendment setting forth the proposed amendmentsuch awards (rounded down to the Certificate describednearest 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 clause (i), the last sentence of Section 3.2 of Article IIIControl. Unless otherwise provided in an award agreement, if a change in control of the Bylaws. AsCompany 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 amendments,change in control, then: (i) SARs and stock options will vest and remain exercisable until the voting standard set forthearlier 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 General Corporation Lawapplicable 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 StateCode.

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 Delaware (the “DGCL”) would applya participant’s serious misconduct, which includes violation of applicable covenants or similar forfeiture conditions and other acts that are injurious to the removalCompany, 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 or its delegate may at any time alter, amend, suspend or terminate the 2023 Plan or any award thereunder in whole or in part, subject to approval by the Company’s stockholders if determined by the Board. The Company’s most senior human resources officer also has authority to alter, amend, suspend or terminate the 2023 Plan or any award thereunder, so long as such amendment does not materially increase the cost of directors, which wouldthe 2023 Plan to the Company or require approval of the holdersBoard or the Company’s stockholders under applicable law or the rules of any applicable 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 amount of any future awards under the 2023 Plan is not yet determinable and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular 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 2008 Plan, see the “Director Compensation” section.

Certain U.S. Federal Income Tax Consequences

The following is a majoritysummary of shares outstandingcertain material U.S. federal income tax consequences associated with the grant, vesting, exercise and entitledsettlement of awards under the 2023 Plan. This summary is not intended to vote at an electionbe exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of directors.

Vote Requiredany state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to Approve. Under the Certificate and Bylaws, the affirmative votedeferred compensation under Section 409A of the holdersCode), or tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we recommend that all participants consult their own tax advisor concerning the tax implications of at least 66 2/3%awards granted under the 2023 Plan.

SARs. No taxable income is recognized upon receipt of SARs. The participant will recognize ordinary income in the year in which the SAR is exercised, in an amount equal to the excess of the voting powerfair market value of all the underlying shares of common stock on the Company entitled to vote generally inexercise date over the election of directors, voting together as 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 voteexercise price 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, amend 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 amendments to the Certificate to delete the last sentence in the fourth paragraph of Article EIGHTH, the last sentence in Article THIRTEENTH, the last sentence in Article FOURTEENTHSAR, and the last sentence in Article FIFTEENTH of the Certificate. As a result of such amendments, the voting standard set forth in the DGCL would apply, which would mean that future amendments to these articles in the Certificate would require approval by the holders of a majority of shares outstanding and entitled to vote thereon.

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 amendments set forth in this Item 4(b).

Item 4(c): Amendments to Remove the Requirement for a Supermajority Stockholder Vote for Future Amendments to Certain Bylaw Provisions

Description of Amendments. Currently, pursuant to Article FOURTEENTH of the Certificate and Section 8.1 of Article VIII of the 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 as a single class, is required in order to alter, amend or repeal or adopt a provision inconsistent with the following provisions in the Bylaws:

This Item 4(c) requests that stockholders approve amendments to (i) Article FOURTEENTH 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), Section 8.1 of Article VIII of the Bylaws, to remove the requirements that a supermajority stockholder vote approve future amendments to Sections 3.1, 3.2, and 3.13 of Article III, Article VIII and Article IX of the Bylaws. If approved, future amendments to these sections of the Bylaws could be approved either by the holders of a majority of the outstanding shares represented and entitled to vote at a meeting of stockholders called for the purpose of amending the Bylaws, or by the Board acting unilaterally.

Vote Required to Approve. Under the Certificate and the 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 as a single class, is required to approve the Certificate and Bylaw amendments addressed in this Item 4(c).

Item 4(d): Amendment to Remove the Requirement for a Supermajority Stockholder Vote for Certain Transactions

Description of Amendment. Currently, Article TWELFTH of the Certificate states that the affirmative vote of the holders of shares representing not less than 66 2/3% of the voting power of the Companyparticipant will be required forto satisfy the approvaltax withholding requirements applicable to such income. We generally will be entitled to an income tax deduction equal to the amount of any proposal forordinary income recognized by the Company to engageparticipant in certain significant transactions, including a reorganization, merger, or consolidationconnection with any other company, or sale, lease, or an exchange of substantially allthe exercise of the assets or businessSAR.

Incentive Stock Options. No taxable income is recognized by a participant at the time of the Company. The last sentencegrant 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 Article TWELFTH further states that the affirmative vote of the holders of shares representing at least 66 2/3% of the voting power of the Company is required to alter, amend or adopt any provision inconsistent with or repeal Article TWELFTH. This Item 4(d) requests that stockholders approve an amendment to delete the entire Article TWELFTH so that the default voting standard in the DGCL, if any, will applyamount equal to the transactions described above. As a result, such transactions that must be approved by stockholders pursuant toexcess of (i) the DGCL generally would requireamount realized upon the approval of the holders of a majority of the outstanding shares. For example, mergers and consolidations that must be approved by stockholders would require the approval of the holders of a majority of the outstanding shares entitled to vote thereon. However, consistent with the DGCL, other mergers would not require a vote of stockholders. For example, the DGCL provides that stockholders need not approve certain short-form mergers,

Items to be Voted On

holding company reorganization mergers, certain mergers involving the issuance of less than 20% of the company’s stock and certain back-end mergers following a successful tender offer.

Vote Required to Approve. Under the Certificate, the affirmative vote of the holders of shares representing at least 66 2/3% of the voting power of the Company is required to approve 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 of the Company entitled to vote generally in the election of directors, voting together as a single class, is required for the approval of certain transactions with any Interested Stockholder (as defined in the Certificate, which includes any direct or indirect beneficial owner of more than 25% of the voting power of the Company’s outstanding Voting Stock). Covered transactions include any merger or consolidation, any sale or other disposition of assetsthe 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 Company having an aggregateshares, then the excess of (a) the fair market value of $15 millionthose shares on the exercise date or more, issuance of any securities(if less) the amount realized upon such sale or disposition over (b) the exercise price paid for the shares will be taxable as ordinary income to the participant. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.

If the participant makes a disqualifying disposition of the Companypurchased shares, then we generally will be entitled to an income tax deduction for the taxable year in which such disposition occurs equal to the amount of ordinary income recognized by the optionee as a result of the disposition. We will not be entitled to any Interested Stockholder having an aggregateincome 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 $15the 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 shares 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 Code to include as ordinary income in the 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 subsequently vest. We will be entitled to an income tax deduction equal to the amount 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 stock units. The participant will recognize ordinary income in the year in which the shares subject to the award are actually issued or in the year in which the award is settled in cash. The amount of that income will be equal to the fair market value of the shares on the date of issuance or the amount of the cash paid in settlement of the award, and the participant will be required to satisfy the tax withholding requirements applicable to the income. We generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the 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 non-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 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 adoptionthe 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 any plan orthese 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 a vote AGAINST this proposal for the liquidationfollowing 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 dissolutionour 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 business value from participation, including as part of our annual budget review and allocation process, during which membership payments, potential leadership roles, objectives of corporate engagement and related matters are discussed and evaluated by our Global Affairs and Public Policy team, the President and CEO, and the members of the Company proposedsenior executive leadership team. This process provides an opportunity to assess these relationships annually. We are also transparent about our participation in such groups: we highlight key corporate industry and business association memberships in the public policy section of our annual Serve 360 Report, and our political activities, including our governance and Board oversight practices, are described in detail on the Political Activity — Policies, Oversight, and Disclosure page of our investor relations website. We believe these disclosures are consistent with, or exceed, similar disclosures by our peers. In addition, with respect to membership in groups involved in federal lobbying activity in the United States, we voluntarily disclose on our investor relations website the portion of our dues allocated by the Interestedorganization to federal lobbying activity in the U.S.

In 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 impracticable.

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

Item 7 – Stockholder or any reclassification of securities or recapitalization ofResolution Requesting 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%” in the business combination provision in Article FIFTEENTH with “a majority.” AsAnnually Prepare 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.

Items to be Voted On

ITEM 5 – STOCKHOLDER RESOLUTION REQUESTING THE COMPANY CREATE A REPORT ON THE EXTERNAL SOCIAL COSTS CREATED BY THE COMPENSATION POLICY OF THE COMPANY AND THE MANNER IN WHICH SUCH COSTS AFFECT OVERALL MARKET RETURNSPay Equity Disclosure

Myra K. Young (the “proponent”) of 9295 Yorkship Ct, Elk Grove, CA 95758 (the beneficial owner of 75 shares of our Class A common stock), 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 of Directors 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

Proposal 7 – EXTERNAL COSTS OF INEQUALITY DISCLOSUREPay Equity Disclosure

RESOLVED,Resolved: Myra K. Young of CorpGov.net and other shareholders, askrequest 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 board commissioncurrent rate, women will not reach pay equity until 2059, Black women 2130, and disclose a reportLatina 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 external social costs created by the compensation policy of our company (the “Company”) and the manner in which such costs affect the vast majority of its shareholders who rely on overall market returns.same for similar roles.

Our company recently signed the Business Roundtable StatementOver 20 percent of the Purpose100 largest U.S. employers currently report adjusted gaps, and an increasing number of a Corporation (the “Statement”), which reads, “we share a fundamental commitment to all of our stakeholders. . . .We commit to deliver value to all of them, for the future success of our companies our communities and our country.”

However, the Company is a conventional Delaware corporation, so that directors’ duties emphasize the Company and its shareholders, but no one else (except to the extent they create value for shareholders). Accordingly, when the financial return of the Company to its shareholders and the interests of stakeholders such as workers or customers clash, the directors must choose shareholder return. (The Company could become a public benefit corporation¹ to prevent this.)

It has been estimated that inequality has reduced demand by 2-4% of GDP.² This cost devastates economic growth and productivity.³ Yet the Company does not disclose any methodologyunadjusted gaps to address the economicstructural bias women and social costsminorities 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 business model that relies on inequality, with its CEO receiving compensation equalpay ratio of 506 to 346 times that of the Company’s median compensated employee, while workers must strike in order to receive a “one job is enough” wage.⁴1.

Thus, shareholders have no guidance as to costs the Company externalizes through compounding inequality and consequent economic harm. This information is essential to shareholders, the majority of whom are beneficial owners with broadly diversified interests. As of September 2020, the Company’s top three holders were Vanguard, BlackRock and Price (T. Rowe) Associates, whose clients are generally indexed or otherwise broadly diversified.

Such shareholders pay a price when companies impose costs on the economy that lower GDP, which reduces equity value.⁵ While the Company may profit by ignoring such costs, its diversified shareholders will ultimately pay them, and they have a right to ask what they are.

The Company’s prior disclosures and prior shareholder proposals do not address this issue, because they do not address the social costs that an inequality-heavy business model imposes on diversified investors who must fund retirement, education, and other critical needs.This is a separate social issue of great importance. A study would help shareholders determine whether to seek a change in corporate direction, domicile, structure, or form in order to better serve their interests and to match the commitment made in the Statement.

Please vote for: External Costs of InequalityTo Enhance Shareholder Value, Vote FOR
Pay Equity Disclosure – Proposal 57

Items to be Voted On

In Response to COVID-19, our Executives and Directors Voluntarily Took Significant Pay Cuts

In 2020, as part of our effort to mitigate the negative financial and operational impacts of COVID-19, our directors voluntarily recommended and subsequently received no cash fees for services during the 2020 fiscal year. Further, following March 2020, each of our named executive officers also voluntarily requested that their compensation be reduced. Specifically, our late CEO, Mr. Sorenson, received no base salary (except as necessary for benefit deductions), and all other named executive officers and direct reports of Mr. Sorenson received just 50% of their base salary for the remainder of the year.

*    *     *

2020 was an unbelievably challenging year for the travel industry and our Company. COVID-19 has had a greater impact on our 93-year old business than any previous economic downturn, war or terrorist attack. It has been a painful, heartbreaking time. But through the crisis, we have not forgotten our commitment to our core value to Serve Our World. And whether good times or challenging times, we remain committed to serving our communities and driving our efforts to care for our associates. We believe that the Company’s focus and resources are better spent on furthering these goals instead of commissioning the requested report.

Corporate Governance

Likewise, the Board believes that committee leadership and membership should reflect the diversity of the Board, and whenBoard. 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 believes the current committee leadership and membership embodies a diverse rangeCurrently, four of viewpoints, backgrounds and skills, including with respect to gender and race/ethnicity:our five regularly-meeting standing committees are chaired by women and/or people of color.