Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2021, the Board of Directors (the "Board") of Marriott
International, Inc. (the "Company" or "Marriott"), upon the recommendation of
the Board's Nominating and Corporate Governance Committee, increased the size of
the Board to thirteen (13) members and elected David S. Marriott and Horacio D.
Rozanski to the Board, effective March 15, 2021. The Board also appointed David
Marriott to the Board's Inclusion and Social Impact Committee and Horacio
Rozanski to the Board's Human Resources and Compensation Committee and
Technology and Information Security Oversight Committee, effective on the same
date. Mr. Marriott and Mr. Rozanski will be included in the Company's slate of
nominees for election at Marriott's upcoming 2021 Annual Meeting of
Stockholders.
Also on March 12, 2021, the Board appointed Anthony G. Capuano, a director and
the Company's Chief Executive Officer, to the Board's Executive Committee and
Inclusion and Social Impact Committee, effective March 15, 2021. He formerly
served on the Inclusion and Social Impact Committee as a management appointee.
David S. Marriott
David Marriott is currently President, U.S. Full Service Managed by Marriott. In
anticipation of eventually assuming the position of Chairman of the Board in
2022, he will be formally stepping down from his current role and will cease to
be a Company employee at the end of April 2021.
David Marriott is the son of J.W. Marriott, Jr., the Company's Executive
Chairman and Chairman of the Board, and the brother of Deborah Marriott
Harrison, who serves as Global Cultural Ambassador Emeritus of the Company and
is a member of the Board. David Marriott's total compensation as a Company
employee for 2020 was $1,052,887. In connection with his transition to serving
on the Board, the Board's Human Resources and Compensation Committee provided
for continued vesting of equity awards granted while he was an employee
conditioned on his continued service as a director, which under Securities and
Exchange Commission rules will be reportable as 2021 compensation based on an
accounting valuation of $186,720. Under the Company's policies, he will not
receive any additional compensation for his service as a director while he is an
employee of the Company. After stepping down as a Company employee, he will
receive compensation as a non-employee director in accordance with the Company's
director compensation practices described in its 2020 Proxy Statement, filed
with the Securities and Exchange Commission on April 8, 2020; compensation
related to his service as chairman of the board will be evaluated at the time he
assumes that role, taking into consideration additional responsibilities he may
assume at that time. The only Marriott family members (besides David Marriott)
with total compensation for 2020 in excess of $120,000 (which includes, to the
extent applicable, base salary, bonus, the value of stock-based awards, and all
other compensation) were J.W. Marriott, Jr. (with total 2020 compensation of
$932,832) and Ronald T. Harrison, the Company's Global Design Officer and David
Marriott's brother-in-law (with total 2020 compensation of $875,536).
David Marriott, along with J.W. Marriott, Jr. and other members of the family of
J.W. Marriott, Jr. (including Mrs. Harrison), beneficially own and control JWM
Family Enterprises, L.P. ("Family Enterprises"), a Delaware limited partnership.
Family Enterprises indirectly holds (or held in 2020) varying percentages of
ownership in 16 hotels operated by the Company. The Company operates each of
these properties pursuant to management agreements with entities controlled by
Family Enterprises and provides procurement and/or renovation services for some
of these properties pursuant to contracts entered into with the ownership
entities. The Company expects such arrangements to continue in 2021. In 2020,
the Company received management fees of approximately $3.3 million plus
reimbursement of certain expenses, and procurement and renovation services fees
of approximately $21,065, from its operation of and provision of services for
these hotels. The Company has no financial involvement in Family Enterprises or
in the 16 hotels beyond the arrangements discussed above.
Horacio D. Rozanski
Horacio Rozanski is a director and the President and Chief Executive Officer of
Booz Allen Hamilton, Inc. There is no arrangement or understanding between Mr.
Rozanski and any other persons pursuant to which he was selected as a director
of the Company. Since the beginning of the Company's last fiscal year through
the present, there have been no transactions with the Company, and there are
currently no proposed transactions with the Company, in which the amount
involved exceeds $120,000 and in which Mr. Rozanski had or will have a direct or
indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Mr. Rozanski will receive compensation as a non-employee director in accordance
with the Company's director compensation practices described in its 2020 Proxy
Statement, filed with the Securities and Exchange Commission on April 8, 2020.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:
99.1 Press release issued on March 15, 2021, announcing the Board's appointment
of David S. Marriott and Horacio D. Rozanski to the Board.
104 The cover page to this Current Report on Form 8-K, formatted in inline XBRL.
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