19 unchanged sentences
Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3) to Form 10-K.
−Removed: Information required by Item 10 of Form 10-K relating to directors is incorporated by reference to the material captioned “Report on the Board of Directors and its Committees” in our Proxy Statement.
+Added: Information required by Item 10 of Form 10-K relating to directors is incorporated by reference to the material captioned “Report on the Board of Directors and its Committees” and information relating to insider trading is incorporated by reference to the material captioned “Insider Trading, Pledging, Hedging, and Derivative Transactions” in
+Added: our Proxy Statement.
+Added: The section entitled, “Delinquent Section 16(a) Reports” in our Proxy Statement is incorporated by reference.
+Added: The Company has adopted a securities trading policy (the “ Insider Trading Policy ”), which governs the purchase, sale and other dispositions of our securities by directors, officers and employees (including, as applicable, their family members and controlled entities, in each case, as defined in the Insider Trading Policy) and the Company.
+Added: The Insider Trading Policy is filed as an exhibit to this Annual Report on Form 10-K.
Code of Conduct
−Removed: Our Board of Directors has adopted a code of conduct, our Business Conduct Guide, that applies to all of our directors, officers, and associates, including our Chief Executive Officer, Principal Financial Officer, and Chief Accounting Officer.
−Removed: Our Business Conduct Guide is available in the Investor Relations section of our website (marriottvacationsworldwide.com) and is accessible by clicking on “Corporate Governance.” Any amendments to our Business Conduct Guide and any grant of a waiver from a provision of our Business Conduct Guide requiring disclosure under applicable SEC rules may be disclosed at the same location as the Business Conduct Guide in the Investor Relations section of our website located at marriottvacationsworldwide.com within four business days following the date of the amendment or waiver or on a Current Report on Form 8-K.
+Added: Our Board of Directors has adopted a code of conduct, our Business Conduct Guide, that applies to all of our directors, officers, and associates, including our Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer.
+Added: Our Business Conduct Guide is available in the Investor Relations section of our website (marriottvacationsworldwide.com) and is accessible by clicking on “Corporate Governance.” Any amendments to our Business Conduct Guide and any grant of a waiver from a provision of our Business Conduct Guide requiring disclosure under applicable SEC rules may be disclosed at the same location as the Business Conduct Guide in the Investor Relations section in the Investor Relations section of our of our website within four business days following the date of the amendment or waiver or on a Current Report on Form 8-K.
Executive Compensation
19 unchanged sentences
8-K 2.1 11/22/2011
−Removed: 2.2 Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub LLC (1)
−Removed: 8-K 2.1 5/1/2018
Exhibit Number Description Filed
1 unchanged sentence
Form Exhibit Date Filed
+Added: 2.2 Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub LLC (1)
+Added: 8-K 2.1 5/1/2018
2.3 Agreement and Plan of Merger by and among Marriott Vacations Worldwide Corporation, Sommelier Acquisition Corp., Champagne Resorts, Inc., Welk Hospitality Group, Inc.
28 unchanged sentences
10-K 4.16 3/2/2020
−Removed: 10.1 License, Services, and Development Agreement, entered into on November 17, 2011, among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation and the other signatories thereto
−Removed: 8-K 10.1 11/22/2011
−Removed: 10.2 Letter Agreement, dated as of February 21, 2013, between Marriott International, Inc.
−Removed: and Marriott Vacations Worldwide Corporation, supplementing the License, Services, and Development Agreement
−Removed: 10-Q 10.1 4/25/2013
−Removed: 10.3 Letter Agreement, dated May 9, 2016, among Marriott Vacations Worldwide Corporation, Marriott Worldwide Corporation and Marriott International, Inc.
−Removed: relating to the License, Services, and Development Agreement
−Removed: 10-Q 10.3 7/21/2016
Exhibit Number Description Filed
1 unchanged sentence
Form Exhibit Date Filed
−Removed: 10.4 First Amendment to License, Services, and Development Agreement, dated as of February 26, 2018, among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation and the other signatories thereto
−Removed: 10-K 10.4 2/27/2018
−Removed: 10.5 Amended and Restated Side Letter Agreement, dated as of February 26, 2018 by among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation and Marriott Ownership Resorts, Inc.†
−Removed: 10-K 10.5 2/27/2018
−Removed: 10.6 Letter Agreement, effective as of January 1, 2022, between Marriott International, Inc., Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc.
−Removed: 10-K 10.6 3/1/2022
−Removed: 10.7 Marketing Track Amendment, dated as of May 19, 2022, to the Marriott License, Services and Development Agreement for Marriott Projects dated November 19, 2011, by and among Marriott International, Inc., Marriott Worldwide Corporation, and Marriott Vacations Worldwide Corporation
−Removed: 10-Q 10.3 8/9/2022
+Added: Amended and Restated License, Services and Development Agreement between Marriott International, Inc.
+Added: and Marriott Worldwide Corporation and Marriott Vacations Worldwide Corporation for Marriott Vacation Club, Sheraton Vacation Club, Westin Vacation Club, Grand Residences by Marriott, The Specified Fractional Projects and the Licensed Unbranded Projects executed on September 20, 2024 and effective as of January 1, 2024
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
13 unchanged sentences
10-K 10.14 3/1/2022
−Removed: 10.14 Termination of Noncompetition Agreement, dated as of February 26, 2018, between Marriott International, Inc.
−Removed: and Marriott Vacations Worldwide Corporation
−Removed: 10-K 10.14 2/27/2018
Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan *
6 unchanged sentences
8-K 10.1 3/16/2012
−Removed: Exhibit Number Description Filed
−Removed: Herewith Incorporation By Reference From
−Removed: Form Exhibit Date Filed
−Removed: F orm of Non-Employee Director Share Awar d Confirmation (1)
+Added: Form of Non-Employee Director Share Award Confirmation *
Form of Non-Employee Director Stock Appreciation Right Award Agreement *
4 unchanged sentences
Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
+Added: Exhibit Number Description Filed
+Added: Herewith Incorporation By Reference From
+Added: Form Exhibit Date Filed
Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
17 unchanged sentences
8-K 10.1 4/6/2022
+Added: Incremental Facility Amendment and Amendment No.
+Added: 3, dated as of April 1, 2024, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto
Joinder Agreement, dated as of September 1, 2018, among Interval Acquisition Corp.
12 unchanged sentences
10.6 5/12/2016
−Removed: Exhibit Number Description Filed
−Removed: Herewith Incorporation By Reference From
−Removed: Form Exhibit Date Filed
−Removed: License, Services and Development Agreement, dated as of May 11, 2016, among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc.
−Removed: and Vistana Signature Experiences, Inc.
−Removed: 10.1 5/12/2016
Tax Matters Agreement, dated as of May 11, 2016, among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc.
1 unchanged sentence
10.3 5/12/2016
−Removed: Termination of Noncompetition Agreement, effective September 1, 2018, between Starwood Hotels & Resorts Worldwide, LLC (formerly Starwood Hotels & Resorts Worldwide, Inc.) and Vistana Signatures Experiences, Inc.
−Removed: 8-K 10.2 9/20/2018
−Removed: Letter of Agreement, effective September 1, 2018, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Vistana Signatures Experiences, Inc., ILG, LLC, Marriott International, Inc., Marriott Worldwide Corporation, Marriott Rewards, LLC and Starwood Hotels & Resorts Worldwide, LLC
−Removed: 8-K 10.1 9/20/2018
+Added: Exhibit Number Description Filed
+Added: Herewith Incorporation By Reference From
+Added: Form Exhibit Date Filed
Amendment No.
2 unchanged sentences
10.2 5/4/2018
−Removed: 2 020 Amended and Restated Employ ment Agreement between Marriott Vacations Worldwide C orporation and Jeanette E.
−Removed: 2 020 Salary Reduction Agreement between Marriott Vacations Worldwide C orporation and Jeanette E.
+Added: 2020 Amended and Restated Employment Agreement between Marriott Vacations Worldwide Corporation and Jeanette E.
+Added: 2020 Salary Reduction Agreement between Marriott Vacations Worldwide Corporation and Jeanette E.
Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
8 unchanged sentences
8-K 10.2 12/8/2022
−Removed: Umbrella IP Amendment, dated as of March 4, 2022, to the Marriott License, Services and Development Agreement for Marriott Projects dated November 19, 2011, by and among Marriott International, Inc., Marriott Worldwide Corporation, and Marriott Vacations Worldwide Corporation
−Removed: 10-Q 10.2 5/9/2022
Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
+Added: 10.52 2/27/2024
Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
+Added: 10.53 2/27/2024
Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
+Added: 10.54 2/27/2024
+Added: Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
+Added: Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
+Added: Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan *
+Added: I nsider trading policies and procedures
21.1 Subsidiaries of Marriott Vacations Worldwide Corporation
22.1 List of the Issuer and its Guarantor Subsidiaries
+Added: 22.1 2/27/2024
23.1 Consent of Ernst & Young LLP
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 32.2 Certification by Chief Financial Officer Pursuant to 18 U.S.C.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation
Exhibit Number Description Filed
1 unchanged sentence
Form Exhibit Date Filed
−Removed: 32.2 Certification by Chief Financial Officer Pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 97.1 P olicy Relating to Re covery o f Erroneously Awarded Compensation
101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) includes:
2 unchanged sentences
Management contract or compensatory plan or arrangement.
−Removed: † 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 Securities Exchange Act of 1934, as amended.
−Removed: The redacted portions of this exhibit have been filed with the Securities and Exchange Commission.
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
37 unchanged sentences
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.