What changed in this filing

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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-13 · 54 added, 66 removed, 310 unchanged (28% of the section changed)

4 unchanged sentences

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.

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.

Internal Control Over Financial Reporting

8 unchanged sentences

Directors, Executive Officers, and Corporate Governance.

We incorporate this information by reference to “Nominees to our Board of Directors,” “Committees of the Board — Audit Committee,” “Transactions with Related Persons,” “Delinquent Section 16(a) Reports,” and “Selection of Director Nominees” sections of our Proxy Statement.

We incorporate this information by reference to “Nominees to our Board of Directors,” “Committees of the Board — Audit Committee,” “Transactions with Related Persons,” “Delinquent Section 16(a) Reports,” “Selection of Director Nominees” and “Insider Trading Policies and Procedures” sections of our Proxy Statement.

We have included information regarding our executive officers and our Code of Ethics below.

26 unchanged sentences

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.

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

Satyajit (Satya) Anand

28 unchanged sentences

Controller and

Chief Accounting Officer 62 Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August 2020, with responsibility for the global accounting operations of the Company including oversight of financial reporting and analysis, accounting policy, general accounting, finance and accounting governance, finance shared services, and financial contract compliance.

Chief Accounting Officer 63 Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August 2020, with responsibility for the global accounting operations of the Company including oversight of financial reporting and analysis, accounting policy, general accounting, consumer and technology accounting, finance and accounting governance, finance shared services, and financial contract compliance.

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

8 unchanged sentences

From 2021 to February 2023, she was a member of the Board of Directors of Las Vegas Sands Corporation.

She currently serves on the Leadership Council of Duke Women’s Impact Network.

Mao received a Bachelor of Laws from Jilin University, Master of Law from Peking University, and a J.D.

6 unchanged sentences

Menon joined Marriott International in April 2001 as the General Manager of Renaissance Mumbai Hotel and Convention Center and Marriott Executive Apartments, Mumbai.

He completed his education including Hotel Management in New Delhi and is also a graduate of the Advance Management Program (AMP Class 194) at Harvard Business School.

Menon is a Board member of the Singapore Hotel Association, US/ASEAN Business Council, and Singapore Tourism Board.

He completed his education including Hotel Management in New Delhi and is also a graduate of the Advanced Management Program (AMP Class 194) at Harvard Business School.

Name and Title Age Business Experience

15 unchanged sentences

Pinto has held various leadership roles, including Global Officer, Global Sales, Distribution, and Revenue Management from January 2021 to February 2023 and Senior Vice President, Distribution & Revenue Strategy from January 2019 to January 2021.

Pinto serves on advisory boards for the American Hotel & Lodging Association and several industry-related ventures.

Pinto earned a Bachelor of Arts degree from Yale University and his Master of Business Administration from the University of Michigan Ross School of Business.

20 unchanged sentences

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.

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.

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.

7 unchanged sentences

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.

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

The Company agrees to furnish a copy of any such instrument to the SEC 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)

6 unchanged sentences

4.2 Indenture, dated as of November 16, 1998, between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank.

4.1 to our Form 10-K for the fiscal year- ended January 1, 1999 (File No.

4.1 to our Form 10-K filed March 16, 1999 (File No.

4.3 Description of Registrant’s Securities.

Filed with this report.

4.3 to our Form 10-K filed February 1 3 , 202 4 (File No.

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

1 unchanged sentence

10 to our Form 8-K filed December 1 5 , 2022 (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.

10.1 to our Form 8-K filed November 21, 2011 (File No.

10.2.2 First Amendment to License, Services, and Development Agreement for Marriott Projects, dated February 26, 2018, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, and the other signatories thereto.

10.1 to our Form 8-K filed February 27, 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)

10.2.3 Letter of Agreement, effective as of September 1, 2018, among the Company, Marriott Worldwide Corporation, Marriott Rewards, LLC, Starwood Hotels & Resorts Worldwide, LLC, Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc.

and ILG, LLC.

First Amendment, dated as of May 17, 2024 and effective as of June 4, 2024, to the Sixth Amended and Restated Credit Agreement with Bank of America, N.A.

as administrative agent, and certain banks, dated as of December 14, 2022.

10.1 to our Form 10-Q filed July 31 , 2024 (File No.

10.2 Amended and Restated License, Services and Development Agreement, dated September 20, 2024 and effective as of January 1, 2024, by and among the Company, Marriott Worldwide Corporation, and Marriott Vacations Worldwide Corporation, and the other signatories thereto.

10.2 to our Form 10-Q filed November 4, 2024 (File No.

10.2.4 Letter of Agreement, effective as of January 1, 2022, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc.

and ILG, LLC.

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.

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.

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)

10.3.1 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.

4 unchanged sentences

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.

2023 Marriott International, Inc.

3 unchanged sentences

Stock and Cash Incentive Plan (December 2023).

Filed with this report.

10.6.2 to our Form 10-K filed February 13, 2024 (File No.

Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (June 2023).

Stock and Cash Incentive Plan.

10.2 to our Form 10-Q filed August 1, 2023 (File No.

Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (June 2023).

Stock and Cash Incentive Plan.

10.3 to our Form 10-Q filed August 1, 2023 (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)

Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (June 2023).

Stock and Cash Incentive Plan.

10.4 to our Form 10-Q filed August 1, 2023 (File No.

23 unchanged sentences

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

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

Stock and Cash Incentive Plan (March 2019).

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

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

Stock and Cash Incentive Plan (March 2019).

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

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

4 unchanged sentences

10.1 to our Form 10-Q filed May 2, 2023 (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)

Form of Restricted Stock Unit Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (February 2024).

3 to our Form 10-Q filed M ay 1, 2024 (File No.

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

13 unchanged sentences

10.3 to our Form 10-Q filed May 2, 2023 (File No.

Form of Stock Appreciation Rights Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (February 2024).

10.1 to our Form 10-Q filed May 1, 2024 (File No .

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

Stock and Cash Incentive Plan (February 2021).

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

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

Stock and Cash Incentive Plan (February 2023).

10.2 to our Form 10-Q filed May 2, 2023 (File No.

Form of Performance Share Unit Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (February 2024).

10.2 to our Form 10-Q filed May 1, 2024 ( File No.

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

4 unchanged sentences

10.3 to our Form 10-Q filed August 2, 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)

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

4 unchanged sentences

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

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

Stock and Cash Incentive Plan (March 2019).

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

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

Stock and Cash Incentive Plan (February 2021).

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

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

Stock and Cash Incentive Plan (February 2023).

10.2 to our Form 10-Q filed May 2, 2023 (File No.

Marriott International, Inc.

6 unchanged sentences

Executive Deferred Compensation Plan, effective as of January 1, 2024.

Filed with this report.

10.15.3 to our Form 10-K filed February 13, 202 4 (File No.

Third Amendment to the Marriott International, Inc.

Executive Deferred Compensation Plan, effective as of January 1, 2025.

10.1 to our Form 10-Q filed November 4, 2024 (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)

Starwood 2013 Long-Term Incentive Compensation Plan.

9 unchanged sentences

10.2 to our Form 10-Q filed November 2, 2023 (File No.

Second Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc.

Third Amended and Restated Aircraft Time Sharing Agreement, effective as of November 7, 2024, between Marriott International Administrative Services, Inc.

Willard Marriott, Jr.

10.1 to our Form 10-Q filed November 2, 2023 (File No.

Filed with this report.

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

1 unchanged sentence

10.16 to our Form 10-K filed February 14, 2023 (File No.

Marriott International, Inc.

Securities Trading Policy (MIP-11).

Filed with this report.

21 Subsidiaries of Marriott International, Inc.

8 unchanged sentences

Furnished with this report.

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)

97 Marriott International, Inc.

Rule 10D-1 Clawback Policy.

Filed with this report.

97 to our Form 10-K filed February 13, 2024 (File No.

101 The following financial statements from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language):

14 unchanged sentences

Submitted electronically with this report.

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)

101.LAB XBRL Taxonomy Label Linkbase Document.

5 unchanged sentences

* Denotes management contract or compensatory plan.

† Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Exchange Act.

The redacted portions of this exhibit have been filed with the Securities and Exchange Commission.

Form 10-K Summary.

14 unchanged sentences

Marriott, Chairman of the Board

Lee, Director

Lewis, Director

/s/Isabella D.

Goren /s/Aylwin B.

Goren /s/Margaret M.

Goren, Director

Lewis, Director

McCarthy, Director

/s/Deborah Marriott Harrison

/s/Margaret M.

Deborah Marriott Harrison, Director

McCarthy, Director

Reid, Director

/s/Frederick A.

/s/Horacio D.

Henderson, Director

Reid, Director

/s/Eric Hippeau /s/Horacio D.

Eric Hippeau, Director Horacio D.

Rozanski, Director

2 unchanged sentences

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