8-KLeadership ChangesRegulation FDExhibits & Filings

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Executive Changes (Mar 15, 2023)

Filed March 15, 2023For Securities:MAR

Summary

Marriott International, Inc. announced a significant expansion of its Board of Directors with the appointment of two new independent directors, Lauren R. Hobart and Grant F. Reid, effective March 15, 2023. This move increases the board size to fourteen members and signals a strategic enhancement of the company's governance structure. Both new directors are expected to be nominated for election at the upcoming 2023 Annual Meeting of Stockholders, indicating a long-term commitment from the company. Investors can view this as a positive step towards strengthening the board's expertise and oversight. The company has also detailed the standard compensation for these non-employee directors, including an annual retainer and deferred share awards, aligning with its existing director compensation program. This filing also includes a furnished press release that likely provides further context on the backgrounds and qualifications of Ms. Hobart and Mr. Reid.

Key Highlights

  • 1Marriott International Inc. has expanded its Board of Directors to fourteen members.
  • 2Lauren R. Hobart and Grant F. Reid have been elected as new independent directors to the Board.
  • 3The appointments are effective March 15, 2023.
  • 4Both new directors are expected to be part of the company's slate of nominees for the 2023 Annual Meeting of Stockholders.
  • 5New directors will receive compensation under the existing non-employee director program, including a $100,000 annual retainer and $185,000 in annual deferred share awards.
  • 6There are no disclosed arrangements or material interests for the new directors that would raise immediate concerns under Regulation S-K Item 404(a).

Frequently Asked Questions

The new directors appointed to Marriott's Board are Lauren R. Hobart and Grant F. Reid. They are expected to be included in the company's slate of nominees for election at the 2023 Annual Meeting of Stockholders.

Ms. Hobart and Mr. Reid will receive compensation as non-employee directors under Marriott's standard director compensation program. This includes an annual retainer fee of $100,000 and an annual deferred share award value of $185,000.

The filing states that the Board's size was increased to fourteen members upon the recommendation of the Nominating and Corporate Governance Committee. While specific strategic reasons are not detailed in this 8-K, board expansions often aim to bring in diverse expertise, enhance governance, and better support the company's strategic objectives.

According to the filing, there are no arrangements or understandings with other persons for their selection, and there have been no transactions or proposed transactions with the Company where their direct or indirect material interest would exceed $120,000. This suggests no immediate conflict of interest concerns based on the provided information.