8-KOther EventsExhibits & Filings

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Aug 20, 2024)

Filed August 20, 2024For Securities:MAR

Summary

Marriott International, Inc. (MAR) has filed an 8-K report to announce a temporary suspension of trading in its Marriott Retirement Savings Plan (RSP). This "blackout period" is necessary to facilitate the transition to a new plan recordkeeper. The suspension is expected to begin on September 25, 2024, and conclude by October 18, 2024. During this time, participants will be unable to make changes to their investments, contributions, loans, or distributions from their RSP accounts, including those holding Marriott's Common Stock. Furthermore, in compliance with Sarbanes-Oxley Act regulations, Marriott has also notified its directors and executive officers about these restrictions. They will be prohibited from buying, selling, acquiring, or transferring any Company Common Stock obtained through their roles during the blackout period, with limited exceptions. Investors should note that this filing primarily concerns internal plan administration and does not indicate any operational or financial performance issues with the company.

Key Highlights

  • 1Marriott Retirement Savings Plan (RSP) to undergo a temporary "blackout period" from approximately September 25, 2024, to October 18, 2024.
  • 2The blackout is to facilitate a transition to a new plan recordkeeper for the RSP.
  • 3During the blackout, RSP participants cannot make investment changes, adjust contributions, or process loans/distributions.
  • 4Restrictions apply to Marriott's Common Stock held within the RSP's Company Stock Fund.
  • 5Marriott's directors and executive officers are prohibited from trading Company Common Stock during the blackout period, subject to exemptions.
  • 6Notification of the blackout period and associated trading restrictions was provided to participants on August 19, 2024.
  • 7Information on the actual start and end dates of the blackout can be obtained by contacting Marriott's Corporate Secretary.

Frequently Asked Questions

The blackout period is being implemented to allow for a smooth transition to a new recordkeeper for the RSP. This technical process requires a temporary suspension of transactions to ensure data integrity and a successful switchover.

During the blackout period, participants will not be able to make any transactions within their RSP accounts. This includes changing investment allocations, adjusting contribution percentages, taking loans, or initiating distributions. This restriction also applies to any Marriott International, Inc. Common Stock held within the plan.

This restriction is mandated by Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR. It prohibits directors and executive officers from buying or selling company stock acquired through their employment or service during a retirement plan blackout period, to prevent potential insider trading or unfair advantages.

No, this 8-K filing is purely administrative. It relates to the internal administration of the company's employee retirement savings plan and the required regulatory disclosures surrounding a system transition. It does not contain any information about the company's financial performance, business operations, or future outlook.