What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-08-02 compared with 2022-05-04 · 57 added, 5 removed, 10 unchanged (86% of the section changed)

8 unchanged sentences

Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1)

January 1, 2022 - January 31, 2022 — $ — — 17.4

February 1, 2022 - February 28, 2022 — $ — — 17.4

March 1, 2022 - March 31, 2022 — $ — — 17.4

April 1, 2022 - April 30, 2022 — $ — — 17.4

May 1, 2022 - May 31, 2022 0.3 $ 163.02 0.3 17.1

June 1, 2022 - June 30, 2022 1.6 $ 156.10 1.6 15.5

(1) On February 28, 2019, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares.

As of March 31, 2022, 17.4 million shares remained available for repurchase under Board approved authorizations.

We repurchase shares in the open market and in privately negotiated transactions.

As of June 30, 2022, 15.5 million shares remained available for repurchase under Board approved authorizations.

We repurchase shares in the open market and in privately negotiated transactions, which are accounted for as treasury stock.

We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott pursuant to Item 601(b)(4)(iii) of Regulation S-K promulgated under the Exchange Act, because the amount of debt authorized and outstanding under each such instrument does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries.

The Company agrees to furnish a copy of any such instrument to the Commission upon request.

Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

3.1 Restated Certificate of Incorporation.

3.(i) to our Form 8-K filed August 22, 2006 (File No.

3.2 Amended and Restated Bylaws.

3.(ii) to our Form 8-K filed February 14, 2022 (File No.

10.1 Amendment to License, Services, and Development Agreement for Marriott Projects, dated May 19, 2022, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Vistana Signature Experiences, Inc.

and ILG, LLC.

Filed with this report.

*10.2 Form of Deferred Fee Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (For Non-Employee Directors).

Filed with this report.

*10.3 Form of Deferred Share Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (For Non-Employee Directors).

Filed with this report.

*10.4 Form of Stock Appreciation Right Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (For Non-Employee Directors).

Filed with this report.

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).

Filed with this report.

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).

Filed with this report.

32 Section 1350 Certifications.

Furnished with this report.

101 The following financial statements from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL:

(i) the Condensed Consolidated Statements of Income;

(ii) the Condensed Consolidated Statements of Comprehensive Income;

(iii) the Condensed Consolidated Balance Sheets;

and (iv) the Condensed Consolidated Statements of Cash Flows.