Marriott International (MAR) Proxy Filing summary

Executive summary

• Achieved strong 2024 results, opening the 9,000th property and expanding to over 9,300 properties in 144 countries and territories; returned over $4.4 billion to stockholders through dividends and share repurchases.

• Launched new midscale and outdoor-focused lodging offerings, expanded the Marriott Bonvoy loyalty program to nearly 228 million members, and deepened member engagement through collaborations and experiences.

• Recognized as a top employer and for business excellence, with continued focus on digital transformation, talent development, and maintaining strong governance.

• Board welcomed Sean Tresvant as a new director and increased the mandatory retirement age for directors from 72 to 75 to align with S&P 500 practices.

Voting matters and shareholder proposals

• Stockholders will vote on the election of 13 director nominees, ratification of Ernst & Young LLP as independent auditor for 2025, and an advisory vote to approve executive compensation.

• Board recommends voting FOR all proposals, citing director qualifications, auditor performance, and alignment of executive compensation with long-term performance.

Board of directors and corporate governance

• 77% of director nominees are independent; board features a mix of tenures, diversity in gender and ethnicity, and a range of skills including finance, technology, and global leadership.

• Board leadership structure separates Chairman and CEO roles, with a Lead Independent Director providing additional oversight.

• Robust board refreshment process, annual evaluations, and director orientation and education programs in place.

• Proxy access, majority voting, and confidential voting policies support shareholder rights.