What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to report the shareholder approval of an amendment to Marriott International's 2002 Comprehensive Stock and Cash Incentive Plan, which increases the number of shares available for issuance.

How does this amendment affect the number of shares available for compensation?

The amendment increases the number of shares authorized for issuance under the plan by 5 million, bringing the total from 80 million to 85 million shares. This provides more equity for employee incentives.

When did this amendment become effective and who approved it?

The amendment was approved by the Board of Directors on February 3, 2005, and by the shareholders at the annual meeting on May 6, 2005. Therefore, it became effective as of May 6, 2005.

Where can investors find more details about the amended plan?

A copy of the 2002 Comprehensive Stock and Cash Incentive Plan, as amended and restated effective May 6, 2005, is filed as Exhibit 99 to this 8-K report. Further details were also incorporated by reference from the company's proxy statement filed on Schedule 14A on March 31, 2005.

MAR 8-K SEC Disclosure — May 19, 2005

Summary

Marriott International, Inc. filed an 8-K report detailing an amendment to its 2002 Comprehensive Stock and Cash Incentive Plan, approved by shareholders at their annual meeting on May 6, 2005. This amendment increases the total number of authorized shares for issuance under the plan by 5 million, raising the aggregate from 80 million to 85 million shares. This represents a 6.25% increase in the equity available for employee and executive compensation.

Key Highlights

1Shareholder approval obtained for amendment to the 2002 Comprehensive Stock and Cash Incentive Plan.
2The plan amendment increases the authorized shares by 5 million.
3Total authorized shares under the plan are now 85 million, up from 80 million.
4This represents a 6.25% increase in shares available for issuance.
5The Board of Directors had previously approved the amendment on February 3, 2005.
6The amendment is effective as of May 6, 2005.
7The amended plan document is filed as an exhibit to this report.

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Corporate Update (May 19, 2005)

Summary

Key Highlights

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