Marriott Vacations Worldwide (VAC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amended equity incentive plan.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for shareholders to request printed copies.

• The company emphasizes strong corporate governance, board independence, and active shareholder engagement, including regular meetings and feedback channels.

• 2025 financial highlights include $1.8 billion in contract sales, a net loss of $308 million, adjusted net income of $276 million, and $171 million returned to shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying Ernst & Young as auditor, approving executive compensation (say-on-pay), and amending the 2020 Equity Incentive Plan.

• The board recommends voting FOR all proposals.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board will be reduced from eleven to nine members, all but the CEO are independent.

• Directors bring diverse skills in finance, governance, risk, real estate, technology, and hospitality.

• Board committees include Audit, Compensation Policy, Nominating and Corporate Governance, and two ad hoc committees on modernization and technology.

• Annual board and committee evaluations are conducted, and there is a separation of Chairman and CEO roles.

• Stock ownership guidelines apply to directors and executives.