8-KLeadership ChangesExhibits & Filings

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Executive Changes (Feb 13, 2012)

Filed February 13, 2012For Securities:MAR

Summary

This Form 8-K filing by Marriott International, Inc. (MAR) on February 13, 2012, reports on a material change related to executive compensation. The Compensation Policy Committee approved a new form of MI Shares award agreement for named executive officers, which introduces an EBITDA performance condition alongside continued service for vesting. This modification is designed to ensure that the awards qualify as performance-based compensation, thereby potentially satisfying the deductibility requirements under Section 162(m) of the Internal Revenue Code. Investors should note that this change directly impacts how executive incentives are structured and could influence executive motivation and long-term company performance by aligning compensation more closely with key financial metrics.

Key Highlights

  • 1Marriott International's Compensation Committee approved a new MI Shares award agreement form for named executive officers.
  • 2The new award agreement introduces a performance condition based on achieving an EBITDA goal for vesting.
  • 3This performance condition is in addition to the existing pro-rata annual vesting based on continued service.
  • 4The EBITDA goal will be established annually by the Committee within the framework of the existing Stock and Cash Incentive Plan.
  • 5The primary objective of this change is to ensure awards qualify as performance-based compensation for tax deductibility under Section 162(m) of the IRC.
  • 6The filing includes the form of award agreement and the amended Stock and Cash Incentive Plan as exhibits.

Frequently Asked Questions

The main purpose of the new MI Shares award agreement is to align executive compensation more closely with company performance by introducing an EBITDA performance goal, which is intended to ensure the awards qualify as performance-based compensation for tax deductibility under Section 162(m) of the Internal Revenue Code.

The key difference is the addition of a performance condition requiring the achievement of a specific EBITDA goal for the fiscal year during the service vesting period, in addition to the standard requirement of continued service for vesting.

This change affects named executive officers of Marriott International who receive awards under the Stock and Cash Incentive Plan.

EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization. It is a common financial metric used to measure a company's operating performance, as it provides a proxy for profitability before accounting for financing decisions, tax environments, and non-cash expenses. Using EBITDA as a performance metric incentivizes executives to focus on operational efficiency and profitability.