8-KShareholder MattersOther EventsExhibits & Filings

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Shareholder Vote Results (Mar 28, 2016)

Filed March 28, 2016For Securities:MAR

Summary

Marriott International filed an 8-K on March 28, 2016, reporting on key developments related to its proposed merger with Starwood Hotels & Resorts Worldwide. The primary focus of this filing is the adjournment of Marriott's special meeting of stockholders, which was held to vote on matters concerning the Starwood merger. Stockholders approved a proposal to adjourn the meeting, allowing Marriott more time to potentially secure additional votes for the issuance of Marriott common stock to Starwood shareholders. The adjournment was deemed necessary as Marriott was notified by Starwood that an unsolicited, non-binding proposal from a consortium led by Anbang Insurance Group was considered a "Superior Proposal." In response, Marriott reaffirmed its commitment to the Starwood acquisition, signaling its intent to continue pursuing the merger despite the new competitive bid. The special meeting has been rescheduled for April 8, 2016.

Key Highlights

  • 1Marriott's special stockholder meeting was adjourned with stockholder approval to allow for further solicitation of proxies regarding the Starwood merger.
  • 2The adjournment was necessitated by Starwood's notification that an unsolicited proposal from an Anbang Insurance Group-led consortium was deemed a 'Superior Proposal'.
  • 3Marriott reaffirmed its commitment to acquiring Starwood following the emergence of the competing bid.
  • 4The special meeting of Marriott stockholders has been rescheduled to April 8, 2016.
  • 5A quorum was met at the March 28, 2016 meeting, with approximately 60% of outstanding Class A common stock represented.
  • 6The filing includes a press release dated March 28, 2016, reaffirming Marriott's commitment to the Starwood acquisition.

Frequently Asked Questions

The meeting was adjourned to allow Marriott more time to solicit additional votes from its stockholders for the proposal to issue Marriott common stock to Starwood stockholders as part of the proposed merger. This was particularly important given Starwood's notification that a competing bid from an Anbang-led consortium was considered a 'Superior Proposal'.

The Anbang-led consortium's unsolicited proposal was deemed a 'Superior Proposal' by Starwood, meaning it was potentially more favorable than Marriott's existing offer. This prompted Starwood to notify Marriott and created uncertainty regarding the future of the Marriott-Starwood merger.

Marriott has publicly reaffirmed its commitment to acquiring Starwood, indicating its intention to proceed with the merger despite the competing offer. This suggests Marriott believes its offer remains attractive and is prepared to defend its position.

The adjourned special meeting of Marriott stockholders is scheduled to reconvene on April 8, 2016, at 10:00 a.m. local time, at Marriott's Corporate Headquarters in Bethesda, Maryland.