8-KShareholder MattersCorporate ChangesOther Events+1

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Bylaw Amendment (May 8, 2012)

Filed May 8, 2012For Securities:MAR

Summary

This 8-K filing from Marriott International, Inc. (MAR) on May 8, 2012, primarily announces a significant change in the company's fiscal year reporting. Effective for the 2013 fiscal year, Marriott will transition from its historical 52-53 week fiscal year ending near December 31st to a strict calendar year end (January 1 to December 31). This move is intended to simplify transaction and reporting processes to support future growth. Additionally, the filing details the outcomes of Marriott's Annual Meeting of Shareholders held on May 4, 2012. Key decisions included the election of ten director nominees, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2012, and the approval of executive compensation. The company also declared a quarterly cash dividend of $0.13 per share, payable in June 2012.

Key Highlights

  • 1Marriott International is changing its fiscal year to a calendar year (January 1 - December 31) starting in fiscal year 2013.
  • 2The transition aims to simplify reporting and transaction processes for future growth.
  • 3The 2013 fiscal year will include a short period from December 29, 2012, to December 31, 2012, which will be reported in both the 2013 10-K and the Q1 2013 10-Q.
  • 4Shareholders overwhelmingly elected the ten director nominees at the Annual Meeting.
  • 5Ernst & Young LLP was ratified as the independent auditor for fiscal year 2012.
  • 6An advisory resolution to approve executive compensation was passed by shareholders.
  • 7A quarterly cash dividend of $0.13 per share was declared, with a record date of May 18, 2012, and payment date of June 22, 2012.

Frequently Asked Questions

Marriott is changing its fiscal year to a calendar year (ending December 31st) starting in fiscal year 2013 to simplify transaction and reporting processes, which the company believes will support future growth.

Marriott's 2012 fiscal year will end as usual on the Friday nearest December 31, 2012. The 2013 fiscal year will begin on December 29, 2012, and end on December 31, 2013. This short period (December 29-31, 2012) will be included in Marriott's 2013 Form 10-K and also in the first quarter of 2013 Form 10-Q.

At the Annual Meeting on May 4, 2012, shareholders elected the ten director nominees, ratified Ernst & Young LLP as the independent auditor for fiscal year 2012, and approved an advisory resolution on executive compensation. These proposals received substantial support from shareholders.

Marriott declared a quarterly cash dividend of $0.13 per share. This dividend is payable on June 22, 2012, to shareholders who are recorded as owners on May 18, 2012.