MAR 10-K Annual Report Dec. 31, 2023 | Alphaminr
MARRIOTT INTERNATIONAL INC /MD/
ALPHAMINR

MAR 10-K Fiscal year ended Dec. 31, 2023

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MARRIOTT INTERNATIONAL INC /MD/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial StatementsNote 1. Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. AcquisitionNote 4. Earnings Per ShareNote 5. Stock-based CompensationNote 6. Income TaxesNote 7. Commitments and ContingenciesNote 8. LeasesNote 9. Long-term DebtNote 10. Intangible Assets and GoodwillNote 11. Property and EquipmentNote 12. Fair Value Of Financial InstrumentsNote 13. Accumulated Other Comprehensive LossNote 14. Business SegmentsNote 15. Related Party TransactionsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation. Exhibit No. 3.(i) to our Form 8-K filed August 22, 2006 (File No. 001-13881). 3.2 Amended and Restated Bylaws. Exhibit No. 3.1 to our Form 8-K filed August 4, 2023 (File No. 001-13881). 4.1 Form of Common Stock Certificate. Exhibit No. 4.5 to our Form S-3ASR filed December 8, 2005 (File No. 333-130212). 4.3 Description of Registrants Securities. Filed with this report. 10.1 U.S. $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. Exhibit No. 10 to our Form 8-K filed December 15, 2022 (File No. 001-13881). 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. Exhibit No. 10.1 to our Form 8-K filed November 21, 2011 (File No. 001-13881). 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. Exhibit No. 10.1 to our Form 8-K filed February 27, 2018 (File No. 001-13881). 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. Exhibit No. 10.2 to our Form 10-Q filed November 6, 2018 (File No. 001-13881). 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. Exhibit No. 10.2.4 to our Form 10-K filed February 15, 2022 (File No. 001-13881). 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. Exhibit No. 10.1 to our Form 10-Q filed May 4, 2022 (File No. 001-13881). 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. Exhibit No. 10.1 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). 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. Exhibit No. 10.2 to our Form 8-K filed November 21, 2011 (File No. 001-13881). 10.3.2 First Amendment to License, Services, and Development Agreement for Ritz-Carlton Projects, dated February 26, 2018, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation, and the other signatories thereto. Exhibit No. 10.2 to our Form 8-K filed February 27, 2018 (File No. 001-13881). 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. Exhibit No. 10.4.1 to our Form 10-K filed February 15, 2022 (File No. 001-13881). 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. Exhibit No. 10.5 to our Form 8-K filed February 27, 2018 (File No. 001-13881). *10.6.1 2023 Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.1 to our Form 8-K filed May 16, 2023 (File No. 001-13881). *10.6.2 United Kingdom Sub-Plan of the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (December 2023). Filed with this report. *10.7.1 Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (June 2023). Exhibit No. 10.2 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). *10.7.2 Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (June 2023). Exhibit No. 10.3 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). *10.8 Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (June 2023). Exhibit No. 10.4 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). *10.9.1 Marriott International, Inc. Stock and Cash Incentive Plan, as amended through February 13, 2014. Exhibit A to our Definitive Proxy Statement filed April 4, 2014 (File No. 001-13881). *10.9.2 Amendment dated August 7, 2014 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10 to our Form 10-Q filed October 29, 2014 (File No. 001-13881). *10.9.3 Amendment dated September 23, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.8.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.9.4 Amendment dated November 10, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.22 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.9.5 Amendment dated May 5, 2017 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.8.3 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.9.6 Amendment dated February 15, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.7.5 to our Form 10-K filed March 1, 2019 (File No. 001-13881). *10.9.7 Amendment dated May 10, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.1 to our Form 10-Q filed August 6, 2019 (File No. 001-13881). *10.9.8 Amendment dated May 8, 2020 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.1 to our Form 10-Q filed August 10, 2020 (File No. 001-13881). *10.10.1 Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit No. 10.1 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.10.2 Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit No. 10.2 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.10.3 Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). Exhibit No. 10.4 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). *10.10.4 Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). Exhibit No. 10.1 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). *10.11.1 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018). Exhibit No. 10.12 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.11.2 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018). Exhibit No. 10.7 to our Form 10-Q filed May 10, 2018 (File No. 001-13881). *10.11.3 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit No. 10.3 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.11.4 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). Exhibit No. 10.5 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). *10.11.5 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). Exhibit No. 10.3 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). *10.12.1 Form of Non-Employee Director Deferred Fee Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.2 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). *10.12.2 Form of Non-Employee Director Deferred Share Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.3 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). *10.13.1 Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (Pre-May 2022). Exhibit No. 10.12.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.13.2 Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (May 2022). Exhibit No. 10.4 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). *10.14.1 Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit No. 10.4 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.14.2 Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). Exhibit No. 10.6 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). *10.14.3 Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). Exhibit No. 10.2 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). *10.15.1 Marriott International, Inc. Executive Deferred Compensation Plan, amended and restated as of February 11, 2022. Exhibit No. 10.6.1 to our Form 10-K filed February 15, 2022 (File No. 001-13881). *10.15.2 First Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of October 31, 2022. Exhibit No. 10.7.2 to our Form 10-K filed February 14, 2023 (File No. 001-13881). *10.15.3 Second Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2024. Filed with this report. *10.16.1 Starwood 2013 Long-Term Incentive Compensation Plan. Exhibit No. 4.4 to Starwoods Form S-8 filed June 28, 2013 (File No. 333-189674). *10.16.2 Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan. Exhibit No. 10.20 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.16.3 Amendment dated September 23, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan. Exhibit No. 10.21 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.16.4 Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan. Exhibit No. 10.19.1 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.17 Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc. and Anthony Capuano. Exhibit No. 10.2to our Form 10-Q filed November 2, 2023 (File No. 001-13881). 10.18 Second Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc. and J. Willard Marriott, Jr. Exhibit No. 10.1 to our Form 10-Q filed November 2, 2023 (File No. 001-13881). *10.19 Aircraft Time Sharing Agreement, effective as of February 9, 2023, between Marriott International Administrative Services, Inc. and David Marriott. Exhibit No. 10.16 to our Form 10-K filed February 14, 2023(File No. 001-13881). 21 Subsidiaries of Marriott International, Inc. Filed with this report. 23 Consent of Ernst & Young LLP. 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. 97 Marriott International, Inc. Rule 10D-1 Clawback Policy. Filed with this report.