8-K/ALeadership ChangesRegulation FDExhibits & Filings

MARRIOTT INTERNATIONAL INC /MD/ 8-K/A Report, Executive Changes (May 5, 2009)

Filed May 5, 2009For Securities:MAR

Summary

This 8-K/A filing from Marriott International, Inc. on May 5, 2009, primarily details compensation adjustments for its executive officers following recent appointments. Key executives, including the new President and Chief Operating Officer Arne M. Sorenson and Chief Financial Officer Carl T. Berquist, received new base salaries, bonus targets, and significant grants of restricted stock units. These adjustments are intended to align executive compensation with their expanded roles and responsibilities. Furthermore, the filing announces a stock dividend declared by the Board of Directors, which will be paid in July 2009. This dividend aims to provide a return to shareholders. Additionally, shareholders approved an increase in the number of shares authorized under the company's Stock and Cash Incentive Plan, facilitating future equity-based compensation. These disclosures provide insights into executive incentives and shareholder returns during this period.

Key Highlights

  • 1Executive compensation adjustments for key officers including President/COO Arne M. Sorenson and CFO Carl T. Berquist.
  • 2Grants of restricted stock units to William J. Shaw, Arne M. Sorenson, Carl T. Berquist, and Robert J. McCarthy, vesting over four years.
  • 3New base salaries and bonus targets established for Sorenson, Berquist, and McCarthy.
  • 4Announcement of a stock dividend of 0.00369 shares per outstanding share, payable July 30, 2009.
  • 5Shareholder approval to increase the number of authorized shares under the Marriott International, Inc. Stock and Cash Incentive Plan by 15 million.
  • 6William J. Shaw appointed Vice Chairman, Arne M. Sorenson as President and Chief Operating Officer, and Carl T. Berquist as Chief Financial Officer, effective May 1, 2009.
  • 7Robert J. McCarthy assumed additional responsibility for Global Sales and Marketing.

Frequently Asked Questions

The filing details adjusted base salaries, annual bonus targets, and grants of restricted stock units for key executives, including Arne M. Sorenson (President and COO), Carl T. Berquist (CFO), and Robert J. McCarthy. These adjustments are tied to their recent executive appointments and expanded responsibilities.

The restricted stock units (RSUs) are a form of equity-based compensation designed to incentivize executives and align their interests with shareholders. The RSUs vest in equal annual installments over four years, encouraging long-term commitment to the company.

Marriott International declared a stock dividend of 0.00369 shares of common stock for each outstanding share. This dividend is payable on July 30, 2009, to shareholders of record as of June 25, 2009.

Shareholders approved an amendment to the Stock and Cash Incentive Plan, increasing the number of authorized shares for issuance by 15 million. This allows the company to continue utilizing equity as part of its compensation strategy for employees and executives.