What is the primary reason for this amended 8-K filing?

This filing supplements the previous joint proxy statement/prospectus to detail significant amendments to the merger agreement between Marriott and Starwood. The most critical update is the increase in merger consideration to be paid to Starwood stockholders and changes to the termination fee.

How has the merger consideration for Starwood stockholders changed?

The merger consideration has been increased. Starwood stockholders will now receive 0.800 shares of Marriott common stock and $21.00 in cash for each share of Starwood common stock they own, compared to the original offer of 0.920 shares and $2.00 in cash.

What is the impact of the Anbang proposal on the Marriott-Starwood merger?

Starwood received an unsolicited, binding, and fully financed proposal from a consortium led by Anbang Insurance Group to acquire Starwood for $78.00 per share in cash. Starwood's Board initially determined this to be a superior proposal and notified Marriott. Marriott then renegotiated and increased its offer, which Starwood's Board subsequently found to be more favorable, leading to the amendment of the original merger agreement.

When are the shareholder meetings to vote on the merger taking place?

The special meetings for both Starwood and Marriott stockholders, initially scheduled for March 28, 2016, have been adjourned and will now be held on April 8, 2016, to provide additional time for stockholders to consider the revised transaction terms.

MAR 8-K SEC Disclosure — Mar 25, 2016

Summary

This Form 8-K filing by Marriott International, Inc. (MAR) serves as a supplement to its previously filed joint proxy statement/prospectus regarding the proposed merger with Starwood Hotels & Resorts Worldwide, Inc. The primary purpose of this filing is to detail significant amendments to the original merger agreement, specifically detailing an increase in the merger consideration offered to Starwood stockholders. This includes an adjustment to the exchange ratio and an increase in the cash component of the offer. The filing also provides updates on the merger timeline, including the rescheduled special meeting dates for both Marriott and Starwood stockholders. Furthermore, it discusses the competitive bidding landscape by detailing an unsolicited, superior proposal received from a consortium led by Anbang Insurance Group, which Starwood's Board initially deemed superior before renegotiating terms with Marriott. Investors should pay close attention to the revised terms of the merger agreement, the financial implications of the increased consideration, and the updated timeline for shareholder votes and potential closing. Additionally, the document elaborates on the rationale behind the revised merger agreement from both Marriott's and Starwood's Board of Directors' perspectives, including financial analyses and opinions from their respective advisors. It also provides updated information regarding the Vistana vacation ownership business spin-off, regulatory clearances, and potential litigation. The updated financial forecasts and details on executive compensation related to the transaction are also presented.

Key Highlights

1The merger agreement amendment significantly increases the merger consideration for Starwood stockholders to 0.800 shares of Marriott common stock and $21.00 in cash per Starwood share, up from the original 0.920 shares and $2.00 cash.
2Starwood received a superior, unsolicited binding proposal from a consortium led by Anbang Insurance Group for $78.00 per share in cash, which it initially intended to accept before Marriott renegotiated and increased its offer.
3The termination fee payable by Starwood to Marriott has been increased from $400 million to $450 million, with Starwood also agreeing to reimburse up to $18 million of Marriott's financing expenses under certain termination scenarios.
4Special meetings for Starwood and Marriott stockholders have been adjourned from March 28, 2016, to April 8, 2016, to allow more time for consideration and voting on the merger proposals.
5Both Marriott and Starwood Boards reaffirmed their respective recommendations for their stockholders to vote in favor of the merger transaction.
6The Vistana vacation ownership business spin-off is expected to close around April 30, 2016, subject to ILG stockholder approval.
7Key regulatory antitrust reviews, including HSR Act waiting period in the U.S., have expired or been cleared by authorities in Canada, Taiwan, South Africa, and Colombia.

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Corporate Update (Mar 25, 2016)

Summary

Key Highlights

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