What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-15 · 97 added, 96 removed, 248 unchanged (44% of the section changed)

3 unchanged sentences

Management necessarily applied its judgment in assessing the costs and benefits of those controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives.

You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events,

and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize, and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

22 unchanged sentences

Name and Title Age Business Experience

Marriott, Jr.

Executive Chairman and

Chairman of the Board 89 J.W.

Marriott, Jr.

was elected Executive Chairman effective March 31, 2012, having relinquished his position as Chief Executive Officer.

He served as Chief Executive Officer of the Company and its predecessors since 1972.

He joined Marriott in 1956, became President and a Director in 1964, Chief Executive Officer in 1972, and Chairman of the Board in 1985.

Marriott serves on the Board of Trustees of The J.

Willard & Alice S.

Marriott Foundation and is an honorary member of the World Travel & Tourism Council.

Marriott has served as a Director of the Company and its predecessors since 1964.

He holds a Bachelor of Science degree in Banking and Finance from the University of Utah.

Marriott plans to transition to the role of Chairman Emeritus in 2022.

Chief Executive Officer 56 Anthony G.

Capuano was appointed Chief Executive Officer (“CEO”) effective February 21, 2021.

(Tony) Capuano

Chief Executive Officer 57 Tony Capuano was appointed Chief Executive Officer (“CEO”) effective February 21, 2021.

Effective February 24, 2023, Mr.

Capuano will become President and Chief Executive Officer.

Prior to his appointment as CEO, Mr.

10 unchanged sentences

Capuano earned his bachelor’s degree in Hotel Administration from Cornell University.

He is an active member of the Cornell Hotel Society and a member of The Cornell School of Hotel Administration Dean’s Advisory Board.

Capuano is also a member of the American Hotel and Lodging Association’s Industry Real Estate Financial Advisory Council.

He is an active member of the Cornell Hotel Society and a member of The Cornell School of Hotel Administration Dean’s Advisory Board, as well as the Business Roundtable, and the American Hotel and Lodging Association’s IREFAC Council.

Additionally, Mr.

Capuano serves on the Board of Directors of McDonald’s Corporation and Save Venice, a nonprofit organization dedicated to preserving the artistic heritage of Venice, Italy.

Executive Vice President

12 unchanged sentences

in Industrial/Organizational Psychology from Virginia Tech, where he is a board member for the Virginia Tech Hospitality Business School.

Name and Title Age Business Experience

Group President, United States and Canada 61 Liam Brown became Group President, United States and Canad a effective in January 2021.

Group President, United States and Canada 62 Liam Brown was appointed Group President, United States and Canad a effective January 1, 2021.

Prior to this role, Mr.

6 unchanged sentences

Smith School of Management at the University of Maryland.

Name and Title Age Business Experience

Controller and

Chief Accounting Officer 60 Felitia Lee became Marriott’s Controller and Chief Accounting Officer and principal accounting officer in August 2020, with responsibility for the accounting operations of the Company including oversight of Financial Reporting & Analysis, Accounting Policy, General Accounting, Governance, Risk Management (Insurance, Claims, Business Continuity, Fire & Life Safety), Global Finance Shared Services, and Finance Contract Compliance.

Chief Accounting Officer 61 Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August 28, 2020, with responsibility for the accounting operations of the Company including oversight of financial reporting & analysis, accounting policy, general accounting, finance and accounting governance, global finance shared services, and financial contract compliance.

Lee joined Marriott in May 2020, supporting the management of the Company’s accounting operations.

7 unchanged sentences

She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Stephanie Linnartz

President 54 Stephanie Linnartz was appointed President of Marriott effective February 22, 2021.

11 unchanged sentences

She holds a bachelor’s degree in Political Science and Government from the College of the Holy Cross, where she sits on the Board of Trustees, and earned her Master of Business Administration from the College of William and Mary.

Name and Title Age Business Experience

Chief Financial Officer and Executive Vice President, Business Operations 61 Kathleen (“Leeny”) K.

Oberg was appointed as Marriott’s Executive Vice President and Chief Financial Officer effective January 1, 2016 and was additionally designated Executive Vice President, Business Operations beginning October 2021.

Linnartz was appointed President and CEO of Under Armour, Inc.

in December 2022 and will leave Marriott effective February 24, 2023.

(Leeny) Oberg

Chief Financial Officer and Executive Vice President, Business Operations 62 Leeny Oberg was appointed Executive Vice President and Chief Financial Officer effective January 1, 2016 and was additionally designated Executive Vice President, Business Operations in October 2021.

Previously, Ms.

1 unchanged sentence

Prior to assuming that role, Ms.

Oberg served in a range of financial leadership positions with Marriott.

From 2008 to 2013, she was the Company’s Senior Vice President, Corporate and Development Finance, where she led a team that valued new hotel development projects and merger and acquisition opportunities, prepared the Company’s long-range plans and annual budgets, and made recommendations for the Company’s financial and capital allocation strategy.

From 2006 to 2008, Ms.

Oberg served in London as Senior Vice President, International Project Finance and Asset Management for Europe and the Middle East and Africa, and as the region’s senior finance executive.

Oberg served in a range of financial leadership positions with Marriott, including Senior Vice President, Corporate and Development Finance and Senior Vice President, International Project Finance and Asset Management for Europe and the Middle East and Africa.

Oberg first joined Marriott as part of its Investor Relations group in 1999.

1 unchanged sentence

Oberg held a variety of financial leadership positions with such organizations as Sodexo (previously Sodexo Marriott Services), Sallie Mae, Goldman Sachs, and Chase Manhattan Bank.

She currently serves on the Adobe Board of Directors.

Oberg is an active member of the American Hotel and Lodging Association’s IREFAC Council, and she currently serves on the Board of Directors of Adobe Inc.

She earned her Bachelor of Science in Commerce, with concentrations in Finance and Management Information Systems from the University of Virginia, McIntire School of Commerce and received her Master of Business Administration from Stanford University Graduate School of Business.

Name and Title Age Business Experience

Rena Hozore Reiss

1 unchanged sentence

General Counsel

62 Rena Hozore Reiss became Executive Vice President and General Counsel in December 2017.

63 Rena Hozore Reiss was appointed Executive Vice President and General Counsel effective December 4, 2017.

Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt Hotels where she led the global legal team and oversaw Hyatt’s risk management team and corporate transactions group.

4 unchanged sentences

and Associate General Counsel at the Miami Herald Publishing Company.

Reiss also serves on the Board of Directors of the American Hotel and Lodging Association.

Reiss serves on the Board of Directors of the American Hotel and Lodging Association and of the Legal Aid Society of the District of Columbia.

She earned her A.B.

1 unchanged sentence

from Harvard Law School.

Group President, International 59 Craig S.

Smith became Group President, International effective in January 2021.

Group President, International 60 Craig Smith was appointed Group President, International effective January 1, 2021.

From October 2019 until December 2020, Mr.

4 unchanged sentences

Before moving to the Caribbean and Latin America region in 2013, he was Executive Vice President and Chief Operations Officer for Asia Pacific.

As the son of an American diplomat, Mr.

Smith has lived in 13 countries, working in North America, the Caribbean, Latin America, Asia Pacific, and Australia.

He is the son of an American diplomat, and has lived and worked in 13 countries.

Smith is chair of the US-ASEAN Business Council.

1 unchanged sentence

He is fluent in Spanish and conversant in Portuguese.

Smith earned his Master of Business Administration from the Rotman School of Management at the University of Toronto and a Bachelor of Science from Brigham Young University.

Smith earned a Bachelor of Science from Brigham Young University and a Master of Business Administration from the Rotman School of Management at the University of Toronto.

On February 14, 2023, Marriott announced that Mr.

Smith will be retiring from the Company, effective February 24, 2023.

Code of Ethics and Business Conduct Guide

The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our Chairman of the Board, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board.

The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our website (Marriott.com/investor) by clicking on “Governance” and then “Documents & Charters.” We intend to post on that website any future changes or amendments to our Code of Ethics, and any waiver of our Code of Ethics that applies to our Chairman of the Board, any of our executive officers, or a member of our Board within four business days following the date of the amendment or waiver.

The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board.

The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our website (Marriott.com/investor) by clicking on “Governance” and then “Documents & Charters.” We intend to post on that website any future changes or amendments to our Code of Ethics, and any waiver of our Code of Ethics that applies to any of our executive officers or a member of our Board within four business days following the date of the amendment or waiver.

Exhibits and Financial Statement Schedules.

5 unchanged sentences

Any stockholder who wants a copy of the following Exhibits may obtain one from us upon request at a charge that reflects the reproduction cost of such Exhibits.

Requests should be made to the Secretary, Marriott International, Inc., 10400 Fernwood Road, Department 52/862, Bethesda, MD 20817.

Requests should be made to the Secretary, Marriott International, Inc., 7750 Wisconsin Avenue, Department 52/862, Bethesda, MD 20814.

We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott or its subsidiary Starwood Hotels & Resorts Worldwide, LLC, 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’s and its consolidated subsidiaries.

11 unchanged sentences

4.3 to our Form 10-K for the fiscal year-ended December 31, 2019 (File No.

$4,500,000 Fifth Amended and Restated Credit Agreement dated as of June 28, 2019 with Bank of America, N.A.

$4,500,000 Sixth Amended and Restated Credit Agreement dated as of December 14, 2022 with Bank of America, N.A.

as administrative agent and certain banks.

10 to our Form 8-K filed July 1, 2019 (File No.

10.1.2 First Amendment, dated as of April 13, 2020, to the Fifth Amended and Restated Credit Agreement with Bank of America, N.A.

as administrative agent, and certain banks, dated as of June 28, 2019.

10 to our Form 10-Q filed May 11, 2020 (File No.

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)

10.1.3 Second Amendment, dated as of January 26, 2021, to the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain banks, dated as of June 28, 2019.

10.1 to our Form 8-K filed January 28, 2021 (File No.

10.1.4 Third Amendment, dated as of January 26, 2021, to the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain banks, dated as of June 28, 2019.

10.2 to our Form 8-K filed January 28, 2021 (File No.

10 to our Form 8-K filed December 1 5 , 20 22 (File No.

10.2.1 License, Services and Development Agreement entered into on November 17, 2011, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, and the other signatories thereto.

7 unchanged sentences

and ILG, LLC.

Filed with this report.

10.2.4 to our Form 10-K filed February 15, 2022 (File No.

10.2.5 Letter of Agreement, dated as of March 4, 2022, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Vistana Signature Experiences, Inc.

and ILG, LLC.

10.1 to our Form 10-Q filed May 4, 2022 (File No.

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)

10.2.6 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.

10.1 to our Form 10-Q filed August 2, 2022 (File No.

10.3.1 License, Services and Development Agreement entered into on November 17, 2011, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation, and the other signatories thereto.

3 unchanged sentences

10.4.1 Marriott Bonvoy Affiliation Agreement entered into on November 10, 2021, among the Company, Marriott Rewards, L.L.C., Marriott Vacations Worldwide Corporation and certain of its subsidiaries, Marriott Ownership Resorts, Inc., and the other signatories thereto.

Filed with this report.

10.4.1 to our Form 10-K filed February 15, 2022 (File No.

†10.5 Amended and Restated Side Letter Agreement - Program Affiliation, dated February 26, 2018, among the Company, Marriott Vacations Worldwide, and certain of their subsidiaries.

10.5 to our Form 8-K filed February 27, 2018 (File No.

*10.6.1 Marriott International, Inc.

6 unchanged sentences

Stock and Cash Incentive Plan.

Exhibit 10.8.2 to our Form 10-K filed February 15, 2018 (File No.

10.8.2 to our Form 10-K filed February 15, 2018 (File No.

*10.6.4 Amendment dated November 10, 2016 to the Marriott International, Inc.

Stock and Cash Incentive Plan.

10.22 to our Form 10-K filed February 15, 2018 (File No.

*10.6.5 Amendment dated May 5, 2017 to the Marriott International, Inc.

Stock and Cash Incentive Plan.

Exhibit 10.8.3 to our Form 10-K filed February 15, 2018 (File No.

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)

10.8.3 to our Form 10-K filed February 15, 2018 (File No.

*10.6.6 Amendment dated February 15, 2019 to the Marriott International, Inc.

Stock and Cash Incentive Plan.

Exhibit 10.7.5 to our Form 10-K filed March 1, 2019 (File No.

10.7.5 to our Form 10-K filed March 1, 2019 (File No.

*10.6.7 Amendment dated May 10, 2019 to the Marriott International, Inc.

Stock and Cash Incentive Plan.

Exhibit 10.1 to our Form 10-Q filed August 6, 2019 (File No.

10.1 to our Form 10-Q filed August 6, 2019 (File No.

*10.6.8 Amendment dated May 8, 2020 to the Marriott International, Inc.

Stock and Cash Incentive Plan.

Exhibit 10.1 to our Form 10-Q filed August 10, 2020 (File No.

10.1 to our Form 10-Q filed August 10, 2020 (File No.

*10.7.1 Marriott International, Inc.

Executive Deferred Compensation Plan, amended and restated as of February 11, 2022.

10.6.1 to our Form 10-K filed February 15, 2022 (File No.

*10.7.2 First Amendment to the Marriott International, Inc.

Executive Deferred Compensation Plan, effective as of October 31, 2022.

Filed with this report.

*10.7.1 Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2018).

Exhibit 10.6.1 to our Form 10-Q filed May 10, 2018 (File No.

*10.8.1 Form of MI Shares Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (March 2019).

Exhibit 10.1 to our Form 10-Q filed May 10, 2019 (File No.

10.1 to our Form 10-Q filed May 10, 2019 (File No.

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)

*10.8.2 Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (March 2019).

Exhibit 10.2 to our Form 10-Q filed May 10, 2019 (File No.

10.2 to our Form 10-Q filed May 10, 2019 (File No.

*10.8.3 Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2021).

Exhibit 10.4 to our Form 10-Q filed May 10, 2021 (File No.

10.4 to our Form 10-Q filed May 10, 2021 (File No.

*10.8.4 Form of Non-Employee Director Deferred Fee Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan.

10.2 to our Form 10-Q filed August 2, 2022 (File No.

*10.8.5 Form of Non-Employee Director Deferred Share Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan.

10.3 to our Form 10-Q filed August 2, 2022 (File No.

*10.9.1 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (pre-February 2018).

Exhibit 10.12 to our Form 10-K filed February 15, 2018 (File No.

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

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

Exhibit 10.12.2 to our Form 10-K filed February 15, 2018 (File No.

10.12 to our Form 10-K filed February 15, 2018 (File No.

*10.9.2 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2018).

Exhibit 10.7 to our Form 10-Q filed May 10, 2018 (File No.

10.7 to our Form 10-Q filed May 10, 2018 (File No.

*10.9.3 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (March 2019).

Exhibit 10.3 to our Form 10-Q filed May 10, 2019 (File No.

10.3 to our Form 10-Q filed May 10, 2019 (File No.

*10.9.4 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2021).

Exhibit 10.5 to our Form 10-Q filed May 10, 2021 (File No.

10.5 to our Form 10-Q filed May 10, 2021 (File No.

*10.9.5 Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (Pre-May 2022).

10.12.2 to our Form 10-K filed February 15, 2018 (File No.

*10.9.6 Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (May 2022).

10.4 to our Form 10-Q filed August 2, 2022 (File No.

*10.10.1 Form of Performance Share Unit Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (March 2019).

Exhibit 10.4 to our Form 10-Q filed May 10, 2019 (File No.

10.4 to our Form 10-Q filed May 10, 2019 (File No.

*10.10.2 Form of Performance Share Unit Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2021).

Exhibit 10.6 to our Form 10-Q filed May 10, 2021 (File No.

10.6 to our Form 10-Q filed May 10, 2021 (File No.

*10.11.1 Starwood 2013 Long-Term Incentive Compensation Plan.

Exhibit 4.4 to Starwood’s Form S-8 filed June 28, 2013 (File No.

4.4 to Starwood’s Form S-8 filed June 28, 2013 (File No.

*10.11.2 Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan.

Exhibit 10.19.1 to our Form 10-K filed February 15, 2018 (File No.

10.19.1 to our Form 10-K filed February 15, 2018 (File No.

*10.12 Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan.

Exhibit 10.20 to our Form 10-K filed February 15, 2018 (File No.

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)

10.20 to our Form 10-K filed February 15, 2018 (File No.

*10.13 Amendment dated September 23, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan.

Exhibit 10.21 to our Form 10-K filed February 15, 2018 (File No.

*10.13 Amendment dated November 10, 2016 to the Marriott International, Inc.

Stock and Cash Incentive Plan.

Exhibit 10.22 to our Form 10-K filed February 15, 2018 (File No.

†10.14 Amended and Restated Side Letter Agreement - Program Affiliation, dated February 26, 2018, among the Company, Marriott Vacations Worldwide, and certain of their subsidiaries.

10.21 to our Form 10-K filed February 15, 2018 (File No.

10.15 Aircraft Time Sharing Agreement, effective as of September 20, 2018, between Marriott International Administrative Services, Inc.

*10.14 Aircraft Time Sharing Agreement, effective as of May 3, 2022, between Marriott International Administrative Services, Inc.

and Anthony Capuano.

10.2 to our Form 10-Q filed May 4, 2022 (File No.

10.15 Amended and Restated Aircraft Time Sharing Agreement, effective as of May 3, 2022, between Marriott International Administrative Services, Inc.

Willard Marriott, Jr.

10.3 to our Form 10-Q filed November 6, 2018 (File No.

10.3 to our Form 10-Q filed May 4, 2022 (File No.

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)

10.16 Aircraft Time Sharing Agreement, effective as of February 9, 2023, between Marriott International Administrative Services, Inc.

and David Marriott.

Filed with this report.

21 Subsidiaries of Marriott International, Inc.

47 unchanged sentences

/s/Felitia Lee Controller and Chief Accounting Officer

Marriott, Jr.

Marriott, Jr., Executive Chairman and Chairman of the Board

Marriott, Chairman of the Board

Lewis, Director

/s/Isabella D.

Goren /s/Margaret M.

Goren, Director

McCarthy, Director

/s/Deborah Marriott Harrison

/s/George Muñoz

Deborah Marriott Harrison, Director

Marriott, Director

George Muñoz, Director

/s/Frederick A.

/s/Margaret M.

Henderson, Director

McCarthy, Director

/s/Eric Hippeau /s/George Muñoz

Eric Hippeau, Director George Muñoz, Director

/s/Lawrence W.

/s/Horacio D.

Kellner, Director

Henderson, Director

Rozanski, Director

Lee, Director

/s/Eric Hippeau /s/Susan C.

Eric Hippeau, Director Susan C.

Schwab, Director

Lee, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures