Summary
Marriott International, Inc. (MAR) filed an 8-K on May 9, 2018, detailing the results of its Annual Meeting of Stockholders held on May 4, 2018. The meeting saw overwhelming support for the election of all 14 director nominees and the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2018. Additionally, stockholders approved the advisory resolution on executive compensation. However, two key proposals related to the ability of stockholders to call special meetings failed to gain approval. These included a proposal to amend the Certificate of Incorporation and Bylaws to allow holders of 25% of company stock to call special meetings, and a separate stockholder resolution for holders of 15% of Marriott stock to call special meetings. In a contrasting move, stockholders did vote in favor of implementing simple majority voting in Marriott's Governance Documents, indicating a preference for increased shareholder voting power on certain matters.
Key Highlights
- 1All 14 director nominees presented at the Annual Meeting of Stockholders were elected with significant support.
- 2Ernst & Young LLP was ratified as Marriott's independent registered public accounting firm for fiscal year 2018.
- 3The advisory resolution on the compensation of Marriott's named executive officers received stockholder approval.
- 4A proposal to amend the company's governing documents to allow stockholders holding 25% of company stock to call special meetings was voted down.
- 5A separate stockholder resolution to allow holders of 15% of Marriott stock to call special meetings also failed to pass.
- 6Stockholders approved a resolution to implement simple majority voting in Marriott's Governance Documents.
- 7The results indicate strong confidence in the current board and executive compensation structure, but mixed sentiment on empowering shareholders to initiate special meetings.