VAC DEF 14A Report ended Dec. 31, 2019

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1.	Election of the three director nominees named in the Proxy Statement;

2.	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its 2020 fiscal year;

3.	Advisory vote to approve named executive officer compensation;

4.	Approval of the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan; and

5.	Any other matters that may properly be presented at the meeting.

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1	Audit Committee (“AC”), Compensation Policy Committee (“CPC”), Nominating and Corporate Governance Committee (“NCG”).

2	Mr. Shaw is Chairman of the Board and does not sit on any Board Committees.

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2.	Ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for its 2020 fiscal year;

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•	returning a later-dated signed proxy card;

•	delivering a written notice of revocation to Marriott Vacations Worldwide Corporation, 6649 Westwood Boulevard, Orlando, Florida, 32821, Attention: Corporate Secretary;

•	voting by telephone or the Internet until 11:59 p.m., Eastern Time, on May 11, 2020;

•	voting at www.proxyvote.com; or

•	submitting a later-dated vote during the virtual Annual Meeting ( www.virtualshareholdermeeting.com/VAC2020 ).

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•	Executive officers should be paid in a manner that is primarily focused on driving shareholder value ;

•	Compensation should be designed to motivate executive officers to perform their duties in ways that would help achieve shorter-term as well as longer-term objectives; and

•	The compensation program must be competitive in order to attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice.

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•	promote the growth and success of our Company by linking a significant portion of participant compensation to the increase in value of our shares;

•	attract and retain top quality, experienced executives and key employees by offering a competitive incentive compensation program;

•	reward innovation and outstanding performance as important contributing factors to our Company’s growth and progress;

•	align the interests of executives, other key employees and directors with those of our shareholders by reinforcing the relationship between participant rewards and shareholder gains obtained through the achievement by Plan participants of long-term goals; and

•	encourage executives, key employees and directors to obtain and maintain an equity interest in our Company.

•	construe or interpret the provisions of the 2020 Plan and any award agreement;

•	prescribe, amend and rescind rules and regulations relating to the 2020 Plan;

•	correct any defect, supply any omission or reconcile any inconsistency in the 2020 Plan, any award or any award agreement; and

•	make all other determinations necessary or advisable for the administration of the 2020 Plan.

•	any non-union employee of our Company or our subsidiaries; and

•	any non-employee director of our Board.

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•	any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, share combination, recapitalization, or similar event affecting the equity capital structure of the Company, or

•	a corporate transaction that affects our shares of common stock, such as any merger, consolidation, separation, acquisition of property or shares, stock rights offering, spin-off, or other distribution of stock or property of the Company, any reorganization or any partial or complete liquidation of the Company,

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•	appointing, retaining, overseeing and determining the compensation of our independent auditor;

•	approving all terms and fees associated with any audit engagement of our independent auditor;

•	overseeing our accounting, reporting, financial and cybersecurity practices;

•	overseeing our internal control environment and compliance with legal and regulatory requirements;

•	overseeing our independent auditor’s qualifications and independence; and

•	overseeing the performance of our internal audit function and the independent auditor.

•	assisting the Board in discharging its responsibilities relating to executive compensation;

•	overseeing our overall compensation structure, policies and programs;

•	reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;

•	overseeing the evaluation and setting the compensation of our other executive officers;

•	maintaining management succession plans; and

•	reviewing the compensation of non-employee directors and recommending any changes in compensation to the Board.

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•	identifying and evaluating director candidates;

•	recommending to the Board director candidates for election;

•	recommending to the Board implementation of corporate governance principles and annually reviewing and recommending changes to these principles as appropriate;

•	reviewing our conflict of interest and related party transactions policies and approving certain related party transactions as provided for in such policies; and

•	performing a leadership role in shaping our corporate governance.

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•	Ernst & Young’s historical and recent performance on our audit;

•	Ernst & Young’s capability and expertise in handling the breadth and complexity of our operations;

•	data on audit quality and performance, including recent PCAOB reports on Ernst & Young and its peer firms;

•	the appropriateness of Ernst & Young’s fees for audit and non-audit services, on both an absolute basis and as compared to its peer firms;

•	Ernst & Young’s independence, including the possible effects of its provision of non-audit services and associated fees on its independence; and

•	Ernst & Young’s tenure as our independent registered public accountant, including the benefits of having an independent registered public accountant that is familiar with us, and the controls and processes that help ensure Ernst & Young’s independence.

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Audit fees – These are fees for professional services performed for the audit of our annual financial statements and the required review of quarterly financial statements and other procedures performed by the independent auditors in order for them to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements and other services that generally only the independent auditor reasonably can provide, such as services associated with filing registration statements, periodic reports and other filings with the SEC, and audits of acquired properties or businesses or statutory audits for our subsidiaries or its affiliates.

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Audit-related fees – These are fees for assurance and related services that traditionally are performed by independent auditors, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, and the audit of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

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Tax fees – These are fees for all professional services performed by professional staff in Ernst & Young’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning, and tax advice, including federal, state, and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state, and local tax issues related to due diligence.

•	All other fees – These are fees for other permissible work performed that do not meet the above-described categories, including a subscription to an accounting research website.

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•	A summary of our business results and the alignment between executive pay, short-term and long-term Company performance;

•	How our Board’s Compensation Policy Committee determines compensation design and pay levels for specific 2019 decisions, including our compensation governance approach; and

•	A detailed description of the elements of the Company’s executive compensation program.

•	base salary, which provides our named executive officers a fixed level of compensation;

•	annual bonus, which encourages the achievement of current year objectives; and

•	stock based awards, which align the long-term interests of our named executive officers with the interests of our shareholders and encourage the achievement of longer-term objectives.

•	Consolidated vacation ownership contract sales increased 42% to $1.5 billion.

•	Net income attributable to common shareholders was $138 million, or $3.09 per fully diluted shares (“EPS”) compared to net income attributable to common shareholders of $55 million, or $1.61 per fully diluted share, in 2018.

•	Adjusted net income attributable to common shareholders increased 74% to $348 million and adjusted fully diluted EPS increased 33% to $7.81.

•	Adjusted EBITDA increased 81% to $758 million for the full year 2019.

•	We generated net cash provided by operating activities of $382 million and adjusted free cash flow of $464 million.

•	We returned $546 million to our shareholders through the repurchase of 4.7 million shares of our Common Stock for $465 million and the payment of $81 million in dividends.

•	We were recognized by the Aon Hewitt Best Employers program in the countries of Australia, France, Indonesia, Ireland, Spain, Thailand, the United Kingdom and the United States.

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•	Base Salary. Each of our named executive officers received a base salary increase effective as of December 29, 2018 ranging from 3.00 percent to 3.24 percent based on individual contributions to overall corporate results and salary level relative to market.

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Annual Bonus. Our financial objectives, with respect to which 70 percent of the amounts payable under our management bonus plan (the “Bonus Plan”) could be earned, consisted of Adjusted EBITDA and Total Revenue (which are defined below). Our financial objectives were achieved at 97.80 percent of the target amount for Adjusted EBITDA, and at 96.35 percent of the target amount for Total Revenue, resulting in a weighted average payout of 63.61 percent. The remaining 30 percent of amounts payable under the Bonus Plan is based on individual process objectives, customer satisfaction and associate engagement.

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Equity Compensation. Our equity awards for 2019 were a combination of performance-based stock units (“Performance Units”), stock appreciation rights (“SARs”) and restricted stock units (“RSUs”), with 45 percent of each named executive officer’s total equity compensation consisting of Performance Units, 30 percent consisting of SARs and 25 percent consisting of RSUs, based on grant date value. The amount of each named executive officer’s award is determined by considering market data and internal factors.

•	Acquisition-Related Awards. Following the announcement and completion of the acquisition of ILG, Inc. (“ILG”) during 2018, the Compensation Policy Committee granted additional awards to the executive officers in March 2019. Three-year performance share awards were granted to incentivize our named executive officers to accomplish our corporate integration and synergy goals.

•	Drive Shareholder Value: Executive officers should be paid in a manner that is primarily focused on driving shareholder value. Therefore, equity compensation is and has been a significant component of total pay opportunity for the named executive officers.

•	Motivate and Balance Short-term and Long-term Performance: Compensation should be designed to motivate executive officers to perform their duties in ways that would help achieve current year as well as longer-term objectives. This has been achieved by offering a mix of short-term cash-based and long-term equity-based incentives.

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Retain Talent: The compensation program must be competitive in order to attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice. We work to achieve this, in part, through our review of the market data and internal pay equity considerations described below in making compensation decisions. The Compensation Policy Committee seeks to establish compensation generally consistent with the median in total direct compensation, while also considering performance and scope of job.

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•	We have a clawback policy applicable to incentive compensation paid to our executive officers and directors, which is in addition to the clawback provision that applies to equity awards under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Stock and Cash Incentive Plan”) and the proposed 2020 Plan.

•	We do not provide for a gross-up of excise taxes on any “parachute payments” that could become payable in connection with a change in control.

•	Executive officers are provided only limited perquisites and are not provided with tax gross-ups with respect to such perquisites.

•	Neither the Stock and Cash Incentive Plan nor the proposed 2020 Plan includes an “evergreen” provision.

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•	We cannot, without shareholder approval, “reprice” stock options or SARs by reducing the exercise price of such stock option or SAR, exchanging such stock option or SAR for a new award with a lower exercise price, or exchanging such stock option or SAR for cash (other than in connection with specified corporate transactions).

•	We do not provide “single trigger” change in control benefits, except with respect to equity awards which are not retained or replaced with substitute awards following a change in control.

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We have stock ownership guidelines that require our Chief Executive Officer to own shares of our common stock (as determined under the guidelines) with a market value equal to five times base salary and other executive officers to own shares of our common stock with a market value equal to two to three times annual base salary. All but one of our executive officers were in compliance with these guidelines as of the end of 2019. This executive officer was newly appointed on September 1, 2018, and has five calendar years, or by year end 2023, to achieve target ownership.

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Equity grants are made on a consistent schedule and are not made in anticipation of significant developments that may impact the price of our common shares. Annual grants are typically made during the first quarter, after the release of our earnings for the prior year and guidance for the current year, which is intended to ensure that we do not make equity grants when we have such material, non-public information.

•	Our associates, officers and directors may not at any time engage in any form of derivative transactions (such as “short” sales or “option puts or calls”) in our securities.

•	Our associates, officers and directors are prohibited from including our securities in a margin account or pledging such securities as collateral for a loan.

•	We, as a practice, do not have employment agreements with any of our named executive officers. However, with the acquisition of ILG, we assumed an employment agreement for Jeanette E. Marbert, President, Exchange and Third-Party Management.

•	None of our named executive officers are entitled to guaranteed annual bonuses.

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Individual Process Objectives: The Compensation Policy Committee approved a specific set of process management objectives for each of the named executive officers that was aligned to his or her responsibilities and role within the Company. At least 50 percent of the amount each named executive officer could receive for performance with respect to his individual process objectives was tied to objective financial goals. The management objectives generally were expected to be challenging and are among the core duties of the positions.

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Customer Satisfaction: Customer satisfaction was based on the results of customer and guest satisfaction surveys we developed. Different surveys are used for different aspects of our business, such as Guest Satisfaction, Sales and Marketing Satisfaction and Owner Services Satisfaction. These surveys address topics such as overall satisfaction, quality of service, and cleanliness of properties. Numerical ratings are assigned with the objective of assessing customers’ and guests’ overall satisfaction compared to the goal that is established at the beginning of each year. The ILG businesses utilized different surveys and achievement methodology. For 2019 , the Company achievement of Guest Satisfaction is based on the resort stay experience only.

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Associate Engagement: Assessment of our associate engagement for the named executive officers, other than the President and Chief Executive Officer, was based on our engagement assessment for their areas of responsibility. The President and Chief Executive Officer was evaluated based on the engagement assessment for the entire company, as measured in June 2019, and included the legacy-ILG businesses.

•	The respective weightings of the relevant performance measures and the aggregate target and actual payments under the Bonus Plan are displayed in the table below.

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(1)	This column reports all amounts earned as salary during the fiscal year, whether paid or deferred under employee benefit plans.

(2)	This column reports the cash portion of the acquisition-related awards granted in September 2018.

(3)

The value reported for Stock Awards and Option/SAR awards is the aggregate grant date fair value of the awards granted in the fiscal year as determined in accordance with accounting guidance for share-based payments, although we recognize the expense of the awards for financial reporting purposes over the service period of the awards. The assumptions for making the valuation determinations are set forth in Footnote 14, “Share-Based Compensation,” of the Notes to our Consolidated Financial Statements included in the 2019 Form 10-K. For additional information on these awards, see the Grants of Plan-Based Awards for Fiscal Year 2019 table below. The value reported for the Performance Units is the grant date value assuming performance at the target level, which was the probable outcome of the performance conditions as of the grant date. The values of the Performance Units granted in 2019 at the grant date assuming that the maximum level of performance conditions is achieved are: Mr. Weisz, $9,405,135 ; Mr. Geller, $3,099,851 ; Mr. Cunningham, $2,310,087 ; Ms. Kane-Hanan, $2,085,095 ; and Mr. Miller, $2,130,093 .

(4)	This column reports all amounts earned under the bonus plan and sales incentive plan in effect for such fiscal year, whether paid or deferred under other employee benefit plans. Amounts earned under a bonus plan during a fiscal year were paid in the first quarter of the following fiscal year.

(5)	The values reported equal the excess of the return on amounts credited to accounts in the MVW Deferred Compensation Plan and the Marriott Deferred Compensation Plan at a fixed rate of return over 120 percent of the applicable federal long-term rate, as discussed below under “Nonqualified Deferred Compensation for Fiscal Year 2019 .”

(6)

All Other Compensation for 2019 consists of company contributions to the 401(k) Plan ( $9,450 for each named executive officer); company contributions to the MVW Deferred Compensation Plan ( $30,960 for Mr. Weisz; $15,992 for Mr. Geller; $11,678 for Mr. Cunningham; $9,767 for Ms. Kane-Hanan; and $16,514 for Mr. Miller); and premiums for an insurance policy on the life of each named executive officer ( $900 for Mr. Weisz; $365 for Mr. Geller; $286 for Mr. Cunningham; $254 for Ms. Kane-Hanan; and $424 for Mr. Miller).

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(1)	“Bonus” refers to our Bonus Plan in which our named executive officers participated. “Performance,” “SARs,” and “RSUs” refers to Performance Units, SARs, and RSUs, respectively, granted under the Stock and Cash Incentive Plan. “Incentive” refers to the Sales Incentive Plan in which Mr. Miller participated. “Perf-T” refers to Acquisition Award Performance Units.

(2)

“Grant Date” applies to equity awards reported in the “Estimated Possible Payouts Under Equity Incentive Plan Awards,” “All Other Stock Awards” and “All Other Option/SAR Awards” columns. The Compensation Policy Committee approved grants of Performance Units, SARs, annual RSUs and Acquisition Award Performance Units, for the named executive officers on February 14, 2019, and the grant date of these awards was March 4, 2019.

(3)	The amounts reported in these columns include potential payouts corresponding to the achievement of the threshold, target and maximum performance objectives under the Bonus Plan and Sales Incentive Plan.

(4)	The awards were granted with an exercise or base price equal to the average of the high and low stock price on the NYSE on the date of grant.

(5)

The value reported for Equity Incentive Plan Awards, Stock Awards and Option/SAR Awards is the aggregate grant date fair value of the awards granted in 2019 as determined in accordance with accounting standards for share-based payments, although the expense of the awards is recognized for financial reporting purposes over the service period of the awards based on, with respect to the Performance Units, the probable outcome of the performance conditions. The value reported for the Performance Units is the grant date value assuming performance at the target level, which was the probable outcome of the performance conditions as of the grant date. The values of the Performance Units granted in 2019 at the grant date assuming that the target level of performance conditions is achieved are: Mr. Weisz, $1,890,036; Mr. Geller, $674,979; Mr. Cunningham, $404,987; Ms. Kane-Hanan, $292,491; and Mr. Miller, $314,990. The values of the Acquisition Award Performance Units granted in 2019 at the grant date assuming that the target level of performance conditions is achieved are: Mr. Weisz, $2,250,025; Mr. Geller, $699,957; Mr. Cunningham, $600,045; Ms. Kane-Hanan, $600,045; and Mr. Miller, $600,045. The assumptions for making the valuation determinations are set forth in

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(1)

“Performance,” “SARs” and “RSUs” refer to Performance Units, SARs and RSUs, respectively, issued under the Stock and Cash Incentive Plan. “T-Performance” refers to Acquisition Award Performance Units. “MAR SARs” refer to SARs issued under the Marriott International, Inc. Stock and Cash Incentive Plan. SARs with a grant date prior to November 21, 2011 are Distribution Awards (as defined below) that were granted effective November 21, 2011 and relate to MAR SARs with the grant dates indicated; the number of shares subject to, and the exercise prices of, such SARs reflect adjustments pursuant to the terms of the applicable plans and awards to reflect the Spin-Off. The awards retained the original terms and conditions after conversion.

(2)

Effective as of the completion of the Spin-Off, the holders of Marriott International SARs on the November 10, 2011 record date for the Spin-Off received SARs under the Stock and Cash Incentive Plan, in an amount consistent with the “Distribution Ratio” of one share of our common stock distributed in the Spin-Off for every ten shares of Marriott International common stock, with terms and conditions substantially similar to the terms and conditions applicable to the Marriott International SARs. We refer to the awards made pursuant to the Stock and Cash Incentive Plan with respect to these Marriott International awards as the “Distribution Awards.” The adjusted exercise price of each converted award was determined in order to preserve the aggregate intrinsic value of the SARs held by such persons. The exercise prices of Marriott International awards were adjusted based on the proportion of the Marriott International ex-distribution closing stock price to the sum of the total of the Marriott International ex-distribution and Marriott Vacations Worldwide “when issued” closing stock prices on the distribution date. The per share exercise price of each such Stock and Cash Incentive Plan converted award is equal to the proportion of the Marriott Vacations Worldwide “when issued” closing stock price on the distribution date to the sum of the total of the Marriott International ex-distribution and Marriott Vacations Worldwide “when issued” closing stock prices on the distribution date. With respect to each of the awards described above, after November 21, 2011, service with Marriott International and/or Marriott Vacations

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(3)	SARs vest and become exercisable in equal annual increments beginning on the February 15th following the grant date.

(4)	RSUs vest in equal annual increments beginning on the February 15th following the grant date.

(5)

With respect to Performance Units granted on March 1, 2018, the number of shares that the named executive officer will receive will be determined after the end of the performance period on December 31, 2020 and will be based upon the achievement of specified levels of performance during that performance period. Number of shares shown represents the number of shares of our common stock that can be issued after the end of the performance period on December 31, 2020, based on maximum level of achievement with respect to certain performance targets discussed above. The number of shares of our common stock that can be issued ranges from 0 shares to 23,364 shares for Mr. Weisz ( 11,682 shares for performance at target level), 8,762 shares for Mr. Geller ( 4,381 shares for performance at target level), 5,354 shares for Mr. Cunningham ( 2,677 shares for performance at target level), 4,056 shares for Ms. Kane-Hanan ( 2,028 shares for performance at target level), and 4,218 shares for Mr. Miller ( 2,109 shares for performance at target level).

(6)

Calculated by multiplying $128.76 , the closing market price of our common stock on December 31, 2019, by the number of Performance Units granted, assuming achievement at the maximum level of performance. The market value of the shares of our common stock that can be issued on the vesting date, based on Marriott Vacation Worldwide’s achievement of certain performance targets discussed above, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $3,008,349 for Mr. Weisz ( $1,504,174 for performance at target level), $1,128,195 for Mr. Geller ( $564,098 for performance at target level), $689,381 for Mr. Cunningham ( $344,691 for performance at target level), $522,251 for Ms. Kane-Hanan ( $261,125 for performance at target level), and $543,110 for Mr. Miller ( $271,555 for performance at target level).

(7)

With respect to Performance Units granted on March 4, 2019, the number of shares that the named executive officer will receive will be determined after the end of the performance period on December 31, 2021 and will be based upon the achievement of specified levels of performance during that performance period. Number of shares shown represents the number of shares of our common stock that can be issued after the end of the performance period on December 31, 2021, based on maximum level of achievement with respect to certain performance targets discussed above. The number of shares of our common stock that can be issued ranges from 0 shares to 39,650 shares for Mr. Weisz ( 19,825 shares for performance at target level), 14,160 shares for Mr. Geller ( 7,080 shares for performance at target level), 8,496 shares for Mr. Cunningham ( 4,248 shares for performance at target level), 6,136 shares for Ms. Kane-Hanan ( 3,068 shares for performance at target level), and 6,608 shares for Mr. Miller ( 3,304 shares for performance at target level).

(8)

Calculated by multiplying $128.76 , the closing market price of our common stock on December 31, 2019, by the number of Performance Units granted, assuming achievement at the maximum level of performance. The market value of the shares of our common stock that can be issued on the vesting date, based on the Company’s achievement of certain performance targets discussed above, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $5,105,334 for Mr. Weisz ( $2,552,667 for performance at target level), $1,823,242 for Mr. Geller ( $911,621 for performance at target level), $1,093,945 for Mr. Cunningham ( $546,972 for performance at target level), $790,071 for Ms. Kane-Hanan ( $395,036 for performance at target level), and $850,846 for Mr. Miller ( $425,423 for performance at target level).

(9)

With respect to Acquisition Award Performance Units granted on March 4, 2019, the number of shares that the named executive officer will receive will be determined after the end of the performance period on December 31, 2021 and will be based upon the achievement of specified levels of performance during that performance period. Number of shares shown represents the number of shares of our common stock that can be issued after the end of the performance period on December 31, 2021, based on maximum level of achievement with respect to certain performance targets discussed above. The number of shares of our common stock that can be issued ranges from 0 shares to 59,003 shares for Mr. Weisz ( 23,601 shares for performance at target level), 18,355 shares for Mr. Geller ( 7,342 shares for performance at target level), 15,735 shares for Mr. Cunningham ( 6,294 shares for performance at target level), 15,735 shares for Ms. Kane-Hanan ( 6,294 shares for performance at target level), and 15,735 shares for Mr. Miller ( 6,294 shares for performance at target level).

(10)

Calculated by multiplying $128.76 , the closing market price of our common stock on December 31, 2019, by the number of Acquisition Award Performance Units granted, assuming achievement at the maximum level of performance. The market value of the shares of our common stock that can be issued on the vesting date, based on the Company’s achievement of certain performance targets discussed above, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $7,597,162 for Mr. Weisz ( $3,798,581 for performance at target level), $2,363,390 for Mr. Geller ( $1,181,695 for performance at target level), $2,026,039 for Mr. Cunningham ( $1,013,019 for performance at target level), $2,026,039 for Ms. Kane-Hanan ( $1,013,019 for performance at target level), and $2,026,039 for Mr. Miller ( $1,013,019 for performance at target level).

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(1)	The value realized upon exercise is based on the current trading price at the time of exercise.

(2)	For the Performance Units, the value realized upon vesting is based on the closing price of our common stock on the vesting date. For RSUs, the value realized upon vesting is based on the average of the high and low stock price on the vesting date.

(3)	Mr. Weisz acquired 9,175 shares of the Company’s common stock upon vesting of RSUs. He acquired 22,429 shares upon the vesting of the Performance Units granted on February 27, 2017.

(4)	Mr. Geller acquired 12,384 shares of the Company’s common stock upon the exercise of 14,674 SARs. He acquired 3,233 shares of the Company’s common stock upon vesting of RSUs. He acquired 7,476 shares upon the vesting of the Performance Units granted on February 27, 2017.

(5)	Mr. Cunningham acquired 10,674 shares of the Company’s common stock upon the exercise of 12,900 SARs. He acquired 2,080 shares of the Company’s common stock upon vesting of RSUs. He acquired 4,928 shares upon the vesting of the Performance Units granted on February 27, 2017.

(6)	Ms. Kane-Hanan acquired 1,660 shares of the Company’s common stock upon vesting of RSUs. She acquired 4,079 shares upon the vesting of the Performance Units granted on February 27, 2017.

(7)	Mr. Miller acquired 24,871 shares of the Company’s common stock upon the exercise of 34,521 SARs. He acquired 1,651 of shares of the Company’s common stock upon the vesting of RSUs. He acquired 4,079 shares upon the vesting of the Performance Units granted on February 27, 2017.

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(1)	“DCP” and “MDCP” refer to the MVW Deferred Compensation Plan and the Marriott International Executive Deferred Compensation Plan, respectively.

(2)

The amounts in this column consist of elective deferrals by the named executive officers of salary for the 2019 fiscal year and non-equity incentive plan compensation for the 2018 fiscal year paid in 2019 under the MVW Deferred Compensation Plan. All of these amounts that are attributable to 2019 salary are reported in the Summary Compensation Table, and all of the amounts that are attributable to 2018 non-equity incentive plan compensation were included in the 2018 Summary Compensation Table.

(3)	The amounts in this column consist of company contributions that were accrued during 2019 and credited to the participants’ accounts in 2020 under the MVW Deferred Compensation Plan. All of these amounts are included in the Summary Compensation Table in the “All Other Compensation” column for 2019 .

(4)	This column includes amounts in each named executive officer’s total MVW Deferred Compensation Plan account balance as of the last day of the 2019 fiscal year, and does not take into account the amounts in the “Company Contributions in Last Fiscal Year” column in the table above that were accrued during fiscal 2019 but credited to the participants’ accounts in 2020.

(5)

These amounts consist of the aggregate notional earnings during 2019 of each named executive officer’s account in the MVW Deferred Compensation Plan or the Marriott Deferred Compensation Plan. Such earnings are reported in the Summary Compensation Table only to the extent that they were credited at a fixed rate of interest in excess of 120 percent of the applicable federal long-term rate. The following table indicates the portion of each executive’s aggregate earnings during 2020 that is reported in the Summary Compensation Table.

(6)	Of these amounts, the following were previously reported in the Summary Compensation Table of previously filed proxy statements: Mr. Weisz, $650,711 ; Mr. Geller, $404,471 ; Mr. Cunningham, $391,697 ; Ms. Kane-Hanan, $124,667 ; and Mr. Miller, $495,024 .

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(7)	Of these amounts, the following were previously reported in the Summary Compensation Table of previously filed proxy statements or in a Summary Compensation Table included in a Form 10 or Annual Report on Form 10-K: Mr. Weisz, $255,910 ; Mr. Geller, $85,065 ; Mr. Cunningham, $106,492 ; Ms. Kane-Hanan, $20,707 ; and Mr. Miller, $184,648 .

(8)

This amount consists of the total of the increase in the value of 48.4 shares of Marriott Vacations Worldwide deferred bonus stock held by Mr. Cunningham during 2019 based on the difference between the Company’s 2019 fiscal year-end closing stock price of $128.76 and its 2018 fiscal year-end closing stock price of $70.51 , and the increase in the value of 484 shares of Marriott International deferred bonus stock held by Mr. Cunningham during 2019 based on the difference between Marriott International’s 2019 fiscal year end closing price of $151.43 and its 2018 fiscal year-end closing stock price of $108.56 . All of the shares of deferred bonus stock are fully vested and will be distributed to Mr. Cunningham in ten annual installments commencing on the January 2nd following the date on which he ceases being employed by the Company.

(9)	This amount consists of the value of 48.4 shares of Marriott Vacations Worldwide deferred bonus stock held by Mr. Cunningham based on the Company’s 2019 fiscal year-end closing stock price of $128.76 , and the value of 484 shares of Marriott International deferred bonus stock held by Mr. Cunningham based on Marriott International’s fiscal year-end closing stock price of $151.43 .

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(1)

Each of Mr. Weisz, Mr. Cunningham and Mr. Miller is eligible for “approved retiree” status under each of the MVW Deferred Compensation Plan and the Stock and Cash Incentive Plan. Amounts in this column reflect the benefits each would receive if he ceased being employed by the Company for any reason on December 31, 2019 and satisfied the requirements of such plans for qualification as an approved retiree.

(2)	Upon resignation or termination with cause, no benefits would be payable. In addition, there are no contractual rights providing for payment upon a termination without cause other than in connection with a change in control. Any such payments would be based upon negotiation at the time of such termination.

(3)	As described above under “Change in Control Arrangements,” a named executive officer who participates in the Change in Control Plan and who executes a waiver and release of claims in favor of the Company will receive the following severance

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(4)

Upon retirement after either reaching age 55 and completing ten continuous years of service or completing 20 years of continuous service, disability or death, the named executive officer would be entitled to a pro-rata bonus based on actual performance under the 2019 Bonus Plan. The amount shown with respect to annual bonus for each named executive officer is the actual payout amount for 2019 . See Note 3 for a description of annual bonus amounts payable following a Change in Control.

(5)	Consists of the Benefit Coverage payable under the Change in Control Plan.

(6)

Upon retirement or permanent disability (as defined in the pertinent plan), a named executive officer may continue to vest in and receive distributions under outstanding stock awards for the remainder of their vesting period and may exercise options and SARs for up to five years in accordance with the awards’ original terms; provided however that upon permanent disability, the Performance Units will immediately vest assuming achievement at the target level of performance. Annual stock awards provide that if the executive retires within one year after the grant date, the executive forfeits a portion of the stock award proportional to the number of days remaining within that one-year period. For these purposes, retirement means a termination of employment with retirement approval of the Compensation Policy Committee by an executive who had attained age 55 with 10 years of service. In all cases, however, the Compensation Policy Committee or its designee has the authority to revoke approved retiree status if an executive’s employment terminated for serious misconduct or was subsequently found to have engaged in competition or engaged in criminal conduct or other behavior that was actually or potentially harmful to the Company. A named executive officer who dies as an employee or approved retiree would immediately vest in his or her options, SARs and other stock awards. As of December 31, 2019 , each of Mr. Weisz, Mr. Cunningham and Mr. Miller met the age and service conditions for retirement eligibility. The value of Performance Units vesting upon retirement is calculated by based on the probable outcome of the performance conditions as of December 31, 2019 ; the value of Performance Units vesting upon disability or death is calculated assuming achievement at the target level of performance is assumed. See Note 3 for a description of treatment of outstanding equity awards following a Change in Control.

(7)

Consists of the value of unvested employer credits under the MVW Deferred Compensation Plan. The Company may credit participants’ accounts with employer credits that will vest at a rate of 25 percent per year on the first four anniversaries of the date the discretionary employer credit was allocated to the participant’s account, provided that the participant remains in continued service with the Company. Upon a change in control of the Company or a participant’s death or retirement after reaching age 55 and completing ten continuous years of service, all employer credits will immediately vest in full. Although the Marriott Deferred Compensation Plan also provided for employer credits, no named executive officer has unvested employer credits under the Marriott Deferred Compensation Plan.

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•	an annual cash retainer of $85,000 for each non-employee director other than the Chairman and $130,000 for the Chairman;

•	an annual cash retainer of $25,000 for the chairs of each of the Audit Committee, the Compensation Policy Committee and Nominating and Corporate Governance Committee;

•	an annual cash retainer of $10,000 for the members (other than the Chairs) of each of the Audit Committee, the Compensation Policy Committee and Nominating and Corporate Governance Committee; and

•	an annual equity grant (the “Non-Employee Director Share Awards”) with a grant date value of $150,000 for each non-employee director other than the Chairman and $225,000 for the Chairman.

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•	to receive the Non-Employee Director Share Awards in the form of stock units with terms, including regarding the payment of dividends, as specified in the Stock and Cash Incentive Plan, with distribution in the form of shares of the Company’s common stock to occur as elected by the non-employee director as permitted pursuant to Stock and Cash Incentive Plan; or

•	to receive the Non-Employee Director Share Awards in the form of shares of the Company’s common stock, to be issued as soon as practicable following the grant date.

(1)	Directors may elect to defer their cash retainer and committee fees pursuant to the MVW Deferred Compensation Plan. No director deferred their 2019 cash retainer pursuant to the MVW Deferred Compensation Plan.

(2)	Directors may elect to receive their cash retainer and committee fees in the form of equity awards. Messrs. Gellein, Hutchison and Quazzo and Ms. Galbreath elected equity in lieu of their cash retainer in 2019 .

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(3)	The following table indicates the number of outstanding equity awards held by each non-employee director as of December 31, 2019 :

(4)	The values reported equal the excess of the return on amounts credited to accounts in the MVW Deferred Compensation Plan at the annually designated rate of return over 120 percent of the applicable federal long-term rate.

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(1)	Includes 1,067,617 shares of outstanding deferred stock bonus and RSUs, as well as Non-Employee Director Share Awards awarded to directors under the Stock and Cash Incentive Plan, that are not included in the calculation of Weighted-Average Exercise Price column.

(2)	Consists of 773,338 shares available for issuance under the Stock and Cash Incentive Plan and 422,611 shares available under the ESPP.

(3)	Consists of 1,115,721 shares available for issuance under the ILG Stock and Cash Incentive Plan.

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•	those persons or entities (or group affiliated persons or entities) known by management to beneficially own more than 5% of outstanding shares of the Company’s common stock;

•	each director and director nominee of the Company;

•	each named executive officer of the Company;

•	all of the current executive officers and directors of the Company as a group

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(1)	Based on the number of shares outstanding ( 41,027,360 ) on March 16, 2020 , plus the number of shares acquirable by the specified persons within 60 days of March 16, 2020 , as described below. Does not include SARs with an exercise price above the closing price of our common stock on March 16, 2020 ( $66.79 ).

(2)

Includes shares subject to Non-Employee Director Share Awards currently exercisable or exercisable within 60 days after March 16, 2020 as follows: Mr. Andrews, 11,703 shares, Ms. Galbreath, 1,591 shares, Mr. Gellein, Jr., 18,957, Mr. Hutchison, 16,803, Mr. Martinez, 12,837, Mr. McCarten, 18,957, Ms. Morgan 10,112, Mr. Quazzo, 1,591, and Mr. Shaw, 30,309. Does not include additional shares to which Mr. Gellein, Mr. Martinez and Ms. Galbreath are entitled to receive on March 24, 2020 in lieu of the portion of their annual retainer to be paid on such date. The total number of shares to which each of them will be entitled is determined based on the average of the high and low price of our common stock on March 24, 2020. The aggregate dollar value of our common stock to which each of them is entitled is: Mr. Gellein, $26,250; Mr. Martinez $27,500; Ms. Galbreath, $26,250.

(3)	Includes 1,966 shares held by a limited liability corporation in which Mr. McCarten owns a 2 percent interest and acts as Manager.

(4)	Includes 985 shares held by trusts for the benefit of Mr. Quazzo’s children and spouse.

(5)

Includes shares subject to SARs currently exercisable or exercisable within 60 days after March 16, 2020 , as follows: Mr. Weisz, 19,778 shares; Mr. Cunningham, 4,674 shares; Mr. Geller, 7,577 shares; Ms. Kane-Hanan, 15,874 shares; and Mr. Miller, 212 shares. For purposes of determining the number of shares subject to SARs that are beneficially owned by each such person, we have calculated the number of shares that such person could obtain by exercising all vested SARs on March 16, 2020 , based on the closing price of our common stock on that date ( $66.79 ).

(6)	Includes shares held by grantor-retained annuity trusts by him and his wife (18,014 shares) and a revocable trust of which Mr. Weisz’s spouse is the trustee and Mr. Weisz is the beneficiary (13,513 shares).

(7)

Includes an aggregate of 56,833 shares subject to SARs, RSUs, Non-Employee Director Share Awards and Non-Employee Director Stock Units currently exercisable or exercisable within 60 days after March 16, 2020 . For purposes of determining the number of shares subject to SARs that are beneficially owned, we have calculated the number of shares that such persons could obtain by exercising all vested SARs on March 16, 2020 , based on the closing price of our common stock on that date ( $66.79 ).

(8)	Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. (“BlackRock”), in which BlackRock reported sole voting power as to 4,526,631 shares and sole dispositive power as to 4,622,443 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10055.

(9)

Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, Inc. (“Vanguard”). Vanguard reported sole voting power as to 47,183 shares, shared voting power as to 6,362 shares, sole dispositive power as to 3,281,459 shares, and shared dispositive power as to 48,764 shares. Vanguard reported that its subsidiaries Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., beneficially owned 42,402 and 11,143 shares, respectively, as a result of serving as investment managers. The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(10)

Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 14, 2020 by Wellington Management Group LLP (“Wellington”), Wellington Group Holdings LLP (“WGH”), Wellington Investment Advisors Holdings LLP (“WIAH”), and Wellington Management Company LLP (“WMC”). Each of them reported shared voting power over 3,372,575 shares and shared dispositive power over 2,718,887 shares except WMC which reported shared voting power over 2,348,778 shares and shared dispositive power over 2,657,513 shares. All of these shares are owned by clients of one or more of the investment advisors directly or indirectly owned by Wellington. The address of Wellington, WGH, WIAH and WMC is 280 Congress Street, Boston, Massachusetts 02210.

(11)

Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 14, 2020 by BAMCO, Inc. (“BAMCO”), Baron Capital Group, Inc. (“BCG”), Baron Capital Management, Inc. (“BCM”) and Ronald Baron (“Baron”). BAMCO reported shared voting power as to 2,707,902 shares and shared dispositive power as to 2,851,202 shares, BCG and Ronald Baron reported shared voting power as to 2,891,852 shares and shared dispositive power as to 3,035,152 shares, and BCM reported shared voting and dispositive power as to 183,950 shares. The address of BAMCO, BCG, BCM and Baron is 767 Fifth Avenue, 49th Floor, New York, New York 10153.

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•	ordinary course sales of vacation ownership, fractional or similar ownership interests with specified maximum dollar thresholds at prices that are no lower than those available under Company-wide employee discount programs;

•	employment and compensation relationships that are subject to Compensation Policy Committee or other specified internal management approvals and which, in the case of executive officers and directors, are subject to required proxy statement disclosure;

•	certain transactions with other companies and certain charitable contributions that satisfy the independence criteria under both our Corporate Governance Policies and the NYSE Listing Standards;

•

certain transactions with Marriott International in the ordinary course of business, if the interest of J.W. Marriott, Jr. or any of his immediate family members only arises from ownership of less than 20 percent of the Company’s common stock and from a relationship with Marriott International as an employee, director and/or beneficial owner of less than 20 percent of Marriott International’s shares, and all holders of each of our common stock and Marriott International’s common stock, respectively, will receive the same benefit on a pro rata basis;

•	transactions where the related party’s interest arises solely from ownership of our common stock and all holders of our common stock receive the same benefit on a pro rata basis;

•

certain transactions involving less than (1) $500,000, with respect to a transaction consisting of compensation arrangements for a Related Person who is employed by the Company or its subsidiaries, or (2) $250,000, with respect to any other transaction, in each case that are approved by at least two members of the Corporate Growth Committee (an internal management committee whose members include our Executive Vice President and Chief Financial and Administrative Officer, Executive Vice President and General Counsel, and other executive officers) who do not have any direct or indirect interest in the transaction and the approving committee members determine the transaction is on terms no less favorable to us than would be available to unrelated third parties under similar circumstances;

•	transactions where the rates or charges involved are determined by competitive bids, or fixed in conformity with law or governmental authority; and

•	transactions involving banking-related services such as transfer agent, registrar, trustee under a trust indenture or similar services.

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