DEF 14A of Marriott International Inc /MD/, Mar 27, 2025

DEF 14A of Marriott International Inc /MD/

Filed Mar 27, 2025 · FY20240001140361-25-010600

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | EXECUTIVE AND DIRECTOR COMPENSATION | 41 | | Report of the Human Resources and Compensation Committee | 41 | | Compensation Discussion and Analysis | 42 | | Executive Compensation Tables and Discussion | 54 | | Director Compensation | 66 | | Securities Authorized for Issuance under Equity Compensation Plans | 69 | | STOCK OWNERSHIP | 70 | | Stock Ownership of our Directors, Executive Officers and Certain Beneficial Owners | 70 | | TRANSACTIONS WITH RELATED PERSONS | 73 | | Policy on Transactions and Arrangements with Related Persons | 74 | | INSIDER TRADING POLICIES AND PROCEDURES | 74 | | QUESTIONS AND ANSWERS ABOUT THE MEETING | 75 | | 2025 Proxy Materials | 75 | | Participating in the Annual Meeting | 76 | | Voting Procedures | 76 | | Other Matters | 79 | | HOUSEHOLDING | 81 | | OTHER MATTERS | 81 | | CAUTIONARY STATEMENTS | 82 | | EXHIBIT A | A-1 |

  2. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

  3. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | * As of the 2025 Annual Meeting. |

  4. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | 4 | Marriott International, Inc. | 2025 Proxy Statement |

  5. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    The following table provides summary information about each director nominee.

  6. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | Name Occupation | Age* | Director since | Independent | Committee memberships | | | | | | | | | | | AC | HRCC | NCGC | ISIC | TISOC | EC | | David S. Marriott Chairman of the Board, Marriott International, Inc. | 51 | 2021 | No | | | | MEMBER | | CHAIR | | Anthony G. Capuano President and Chief Executive Officer, Marriott International, Inc. | 59 | 2021 | No | | | | MEMBER | | MEMBER | | Isabella D. Goren Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation | 65 | 2022 | Yes | CHAIR | | MEMBER | | | | | Deborah Marriott Harrison Global Cultural Ambassador Emeritus, Marriott International, Inc. | 68 | 2014 | No | | | | MEMBER | | | | Frederick A. Henderson (Lead Independent Director) Former Chairman and Chief Executive Officer, SunCoke Energy, Inc. | 66 | 2013 | Yes | MEMBER | | CHAIR | | | MEMBER | | Lauren R. Hobart President and Chief Executive Officer, DICK’S Sporting Goods, Inc. | 56 | 2023 | Yes | | MEMBER | | | MEMBER | | | Debra L. Lee Former Chairman and Chief Executive Officer, BET Networks | 70 | 2004 | Yes | | | MEMBER | CHAIR | | MEMBER | | Aylwin B. Lewis Former Chairman, Chief Executive Officer and President, Potbelly Corporation | 70 | 2016 | Yes | MEMBER | CHAIR | MEMBER | | | | | Margaret M. McCarthy Former Executive Vice President, CVS Health Corporation | 71 | 2019 | Yes | MEMBER | | | | CHAIR | | | Grant F. Reid Former President and Chief Executive Officer, Mars, Incorporated | 66 | 2023 | Yes | MEMBER | | | MEMBER | | | | Horacio D. Rozanski Chairman, Chief Executive Officer and President, Booz Allen Hamilton, Inc. | 57 | 2021 | Yes | | MEMBER | | | MEMBER | | | Susan C. Schwab Professor Emerita, University of Maryland School of Public Policy and Strategic Advisor, Mayer Brown LLP | 70 | 2015 | Yes | | MEMBER | | | MEMBER | | | Sean C. Tresvant** Chief Executive Officer, Taco Bell Corp. | 55 | 2025 | Yes | | | | | | |

  7. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    Financial Expert

  8. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | AC: | Audit Committee | ISIC: | Inclusion and Social Impact Committee | | HRCC: | Human Resources and Compensation Committee | TISOC: | Technology and Information Security Oversight Committee | | NCGC: | Nominating and Corporate Governance Committee | EC: | Executive Committee |

  9. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | * Ages as of the 2025 Annual Meeting. |

  10. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | ** Mr. Tresvant joined the Board in February 2025, and the Board has not yet assigned him to any Board committees. |

  11. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | 2025 Proxy Statement | Marriott International, Inc. | 5 |

  12. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    Corporate Governance Highlights See “Corporate Governance” for more information.

  13. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | 6 | Marriott International, Inc. | 2025 Proxy Statement |

  14. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    Executive Compensation Matters 2024 was a terrific year. We saw continued strong momentum in our business around the world, thanks to solid demand for travel and our diverse portfolio of more than 30 brands, which led to excellent financial and operating performance. Relative to 2023, worldwide systemwide RevPAR increased 4.3%.(1) Full year 2024 reported net income totaled $2.375 billion and full year 2024 Adjusted EBITDA totaled $4.981 billion.(2) During 2024, we returned over $4.4 billion to stockholders through dividends and share repurchases. Development activity was also strong as we signed a record of over 1,200 development deals with hotel owners and other counterparties in 2024, representing nearly 162,000 rooms, and achieved strong net rooms growth of 6.8%. By year-end 2024, our worldwide system consisted of over 9,300 properties with more than 1.7 million rooms in 144 countries and territories. Our people are foundational to our strategy. Our associate engagement scores exceeded the “Best Employer” external benchmark, and we were recognized as a top 10 company on the Fortune 100 Best Companies to Work For®, Great Place to Work® in 2024. Finally, from a customer standpoint, we exceeded our 2024 goals for guest satisfaction and for Marriott Bonvoy program member engagement and enrollments. How We Tie Pay to Performance There is a strong correlation between our executive pay and Company performance. Our executive compensation program is designed to maintain this alignment, while also protecting the Company against inappropriate risk-taking and conflicts among the interests of the Company, its stockholders, and its executives. With these goals in mind, the Board and its Human Resources and Compensation Committee have implemented an executive compensation program that consists of the following key components:

  15. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | (1) Revenue Per Available Room (RevPAR) statistics are systemwide constant dollar. Unless otherwise stated, RevPAR comparisons between 2024 and 2023 reflect properties that are comparable in both years. |

  16. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | (2) Adjusted EBITDA is a non-GAAP financial measure. The reason Marriott International uses this non-GAAP financial measure and a reconciliation to the most directly comparable measure under U.S. generally accepted accounting principles (GAAP) are provided in Exhibit A. |

  17. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    | 2025 Proxy Statement | Marriott International, Inc. | 7 |

  18. Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren

    Majority of Compensation is Equity and At-Risk The following charts show the percentage breakdown of our NEOs’ target total direct compensation among base salary, at-risk target annual incentive, and target annual equity compensation for 2024. Alignment Between Company Performance and Annual Realizable Pay The following graph shows the historical alignment between Company performance (measured as total stockholder return (“TSR”)) and the President and CEO’s average annual Realizable Pay (as defined below) over 3-year rolling periods.

  19. President and CEO Realizable Pay and Company TSR Performance

    President and CEO Realizable Pay and Company TSR Performance

  20. President and CEO Realizable Pay and Company TSR Performance

    | * Realizable Pay is the sum of salary and bonuses paid, annual incentives earned, and balances of stock awards granted over each 3-year period (including supplemental stock awards). Stock award balances are valued at the end of the 3-year period and include the “in-the-money” value of SARs, and the value of PSUs (valued assuming target performance) and RSUs granted during the 3-year period. Realizable Pay is for Mr. Capuano for 2021-2024 and for Arne M. Sorenson, our former President and CEO, for 2018-2020. TSR reflects both stock price appreciation and reinvested dividends. The 3-year TSR rolling percentage is determined using 60-day average opening and closing prices. |

  21. President and CEO Realizable Pay and Company TSR Performance

    | 8 | Marriott International, Inc. | 2025 Proxy Statement |

  22. President and CEO Realizable Pay and Company TSR Performance

    Executive Compensation Best Practices Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2024:

  23. President and CEO Realizable Pay and Company TSR Performance

    | What We Do | • Executive compensation is strongly linked to the Company’s operating and financial performance and strategic business priorities • The Human Resources and Compensation Committee follows a rigorous process in determining NEO pay, including detailed review of multiple short- and long-term performance factors and market compensation information • The Human Resources and Compensation Committee emphasizes long-term pay and performance alignment by having long-term equity represent the largest component of annual target total direct compensation (approximately 65%-76% of total) and by having 50% of annual equity awards granted to the President and CEO be three-year PSUs • The Human Resources and Compensation Committee considers progress on strategic human capital objectives as part of its determination of executive compensation • The Human Resources and Compensation Committee reinforces its commitment to long-term performance through robust stock ownership requirements that discourage excessive risk-taking to achieve short-term returns. NEOs must retain 50% of the net after-tax shares under equity awards granted after becoming an NEO until they satisfy their applicable ownership requirement • NEOs are subject to compensation clawback requirements that can be triggered by either an accounting restatement or by serious misconduct • The Human Resources and Compensation Committee oversees and reviews an annual compensation risk assessment • The Human Resources and Compensation Committee is composed solely of independent members of the Board and retains an independent compensation consultant • We provide stockholders with an annual vote to approve, on a non-binding, advisory basis, the compensation of the NEOs and are available for engagement with stockholders on the Company’s compensation process and policies |

  24. President and CEO Realizable Pay and Company TSR Performance

    | What We Do Not Do | • We do not have employment contracts with NEOs • We do not offer defined benefit pension plans or supplemental executive retirement plans for our NEOs • We do not provide tax gross-ups • We do not have executive severance plans for our NEOs • We do not provide “single trigger” change in control benefits • We do not reprice options or SARs without stockholder approval, nor do we buy out underwater options or SARs • We do not allow associates, including NEOs, or directors to engage in hedging or derivative transactions related to Marriott securities • We do not allow directors or executive officers to hold Company stock in margin accounts or pledge such stock as collateral for loans, subject to limited exceptions for non-independent directors who are not executive officers • We do not pay or accrue dividends or dividend equivalents on unvested or unexercised equity awards |

  25. President and CEO Realizable Pay and Company TSR Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 9 |

  26. ITEMS TO BE VOTED ON

    ITEMS TO BE VOTED ON Election of Directors The 13 current directors listed below are standing for election at the 2025 Annual Meeting. If elected, each director will hold office for a one-year term expiring at the 2026 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

  27. ITEMS TO BE VOTED ON

    | David S. Marriott Anthony G. Capuano Isabella D. Goren Deborah M. Harrison | Frederick A. Henderson Lauren R. Hobart Debra L. Lee Aylwin B. Lewis Margaret M. McCarthy | Grant F. Reid Horacio D. Rozanski Susan C. Schwab Sean C. Tresvant |

  28. ITEMS TO BE VOTED ON

    You can find information on the director nominees in the “Nominees to our Board of Directors” section of this proxy statement. Each of the director nominees is currently a director of the Company and has been elected to hold office until the 2025 Annual Meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Sean C. Tresvant was elected as a director by the Board effective February 12, 2025, and the other director nominees were most recently elected at the 2024 annual meeting. Mr. Tresvant was recommended to the Nominating and Corporate Governance Committee by a third-party search firm that conducted a search on behalf of the Company. Each of the director nominees has consented to being named in this proxy statement and to serve if elected. However, if before proxies are voted at the Annual Meeting any of the nominees should become unable to serve or will not serve as a director, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the persons named as proxies will vote “FOR” that substitute nominee. The Company’s Bylaws prescribe the voting standard for election of directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of directors to be elected. Under this standard, a nominee must receive more “FOR” votes than “AGAINST” votes in order to be elected as a director. Under the Company’s Governance Principles, if a nominee who already serves as a director is not elected, that nominee shall tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within 90 days of the certification of election results, the Board will determine whether to accept or reject the resignation and will publicly disclose its decision promptly thereafter. In a contested election, where the number of nominees exceeds the number of directors to be elected (which is not the case at the Annual Meeting), the directors will be elected by a plurality of the shares present in person or by proxy and entitled to vote on the election of directors.

  29. ITEMS TO BE VOTED ON

    | The Board recommends that stockholders vote FOR each of the 13 director nominees. |

  30. ITEMS TO BE VOTED ON

    Item 2 Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2025 The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025. Ernst & Young LLP, a registered public accounting firm, has served as the Company’s independent registered public accounting firm since May 3, 2002. Ernst & Young LLP will examine and report to stockholders on the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company and its consolidated subsidiaries. We expect that representatives of Ernst & Young LLP will attend the Annual Meeting, have an opportunity to make a statement if they so desire, and be available to respond to appropriate questions. You can find information on pre-approval of independent auditor fees and Ernst & Young LLP’s fiscal year 2024 and 2023 fees in the “Audit Committee Report and Independent Auditor Fees” section of this proxy statement. Although the Audit Committee has discretionary authority to appoint the independent auditor, the Board is seeking stockholder ratification of the appointment of the independent auditor as a matter of good corporate governance. If stockholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will take that into consideration when determining whether to

  31. ITEMS TO BE VOTED ON

    | 10 | Marriott International, Inc. | 2025 Proxy Statement |

  32. ITEMS TO BE VOTED ON

    Items To Be Voted On continue the firm’s engagement. Even if stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee, in its discretion, may select a different auditor at any time during the year if it determines doing so to be in the best interests of the Company and its stockholders.

  33. ITEMS TO BE VOTED ON

    | The Board recommends that stockholders vote FOR ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025. |

  34. ITEMS TO BE VOTED ON

    Item 3 Advisory Vote to Approve Executive Compensation We are asking stockholders to approve a non-binding advisory resolution on the compensation of our NEOs, as disclosed in this proxy statement. Although the resolution, commonly referred to as a “say-on-pay” resolution, is non-binding, the Board and Human Resources and Compensation Committee value your opinions and will consider the outcome of the vote when making future compensation decisions. After consideration of the vote of stockholders at the 2023 annual meeting of stockholders and consistent with the Board’s recommendation, the Board’s current policy is to hold an advisory vote on executive compensation on an annual basis, and accordingly, after the Annual Meeting, the next advisory vote on the compensation of our NEOs is expected to occur at our 2026 annual meeting of stockholders. We urge you to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our NEOs. The Board believes that our current executive compensation program achieves an appropriate balance of long- and short-term performance incentives, reinforces the link between executive pay and the Company’s long-term performance and stock value, and thereby aligns the interests of our NEOs with those of our stockholders. In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting: RESOLVED, that the stockholders of Marriott International, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders.

  35. ITEMS TO BE VOTED ON

    | The Board recommends that stockholders vote FOR approval of the advisory resolution to approve executive compensation. |

  36. ITEMS TO BE VOTED ON

    | 2025 Proxy Statement | Marriott International, Inc. | 11 |

  37. ITEMS TO BE VOTED ON

    Board Leadership Structure The Board has maintained separate Chairman and CEO roles and a Lead Independent Director role for many years. The Board reviews its leadership structure as part of its succession planning process. It believes that separate Chairman and CEO roles, together with an experienced and engaged Lead Independent Director and independent committee oversight of key functions, provides robust oversight and independent leadership on the Board while maximizing the Company’s unique advantages. Separate Board Chairman and CEO. The separate Chairman and CEO structure allows the Chairman to focus on leading the Board in its oversight and governance responsibilities and the CEO to focus on setting and executing our strategic plans and initiatives and leading the operations of the Company. Mr. David S. Marriott serves as the Chairman of the Board. The Board believes that Mr. Marriott’s significant experience as a senior operations and sales executive of the Company, and his deep understanding of Marriott’s history and culture, bring an important perspective to Board-level conversations and decision-making and make him well qualified to lead the Board in its oversight responsibilities. Mr. Marriott stepped down as an employee of the Company in connection with joining the Board to focus on the Board’s oversight and governance responsibilities. As Chairman, he provides leadership to the Board by, among other things, working with the President and CEO, the Lead Independent Director, and the Secretary to set Board calendars, develop agendas for Board meetings, facilitate the appropriate flow of information to Board members and the effective functioning of the Board and its committees, promote Board succession planning and the orientation of new directors, and support senior management succession planning. Mr. Marriott also serves as a key conduit between management, the Board, and the Marriott family, who have a significant ownership stake in the Company and a demonstrated commitment to its long-term success. The Board believes that the continued involvement of Marriott family members in responsible positions of the Company makes a significant contribution to the long-term value of our corporate name and identity, reinforces the culture and core values that are the bedrock of our success, and promotes associate engagement and retention. Thus, in addition to his role as Chairman, the Board has assigned Mr. Marriott additional responsibilities, which include promoting the Company’s business, brands, culture, values and goodwill. He serves as an ambassador to the Company’s associates, hotel owners, and the communities in which we operate, participates in internal Company events and represents the Company at external events, as requested by the President and CEO, senior executive leadership team or the Board. In doing so, Mr. Marriott continues the Marriott family’s stewardship of the culture and core values that have empowered associates, taken care of guests, created opportunities for hotel owners, and fueled the Company for more than 97 years. In 2024, Mr. Marriott traveled extensively to visit hotels and meet associates, speak with business councils, and represent the Company at a variety of conferences and events. He engaged with current and prospective hotel owners to support the Company’s business and development activities, met with government leaders and elected officials in numerous countries and regions where we do business, and represented the Company at customer meetings and events to encourage continued loyalty. Given the Marriott family’s iconic status in the hospitality industry and deep historical perspective on the Company and its mission, as well as Mr. Marriott’s prior experience in a variety of senior roles at the Company, the Board believes Mr. Marriott is uniquely qualified to serve in this role and that his service provides a competitive advantage to the Company. The Board considered that these additional responsibilities, combined with Mr. Marriott’s responsibilities as Chairman, require significant time commitments and has established a chairman retainer fee reflective of those commitments. Mr. Anthony G. “Tony” Capuano has served as Chief Executive Officer and a director of the Company since February 2021 and was additionally appointed President of the Company in February 2023. As President and CEO, Mr. Capuano leads the global operations of the Company and is responsible for the overall management and functioning of the Company. He is responsible for setting and overseeing the execution of the Company’s business strategies, developing and implementing the Company’s purpose and strategy, cultivating and advancing the Company’s culture and values, and driving the Company’s short- and long-term performance. Mr. Capuano oversees the senior executive leadership team and is also responsible for executive development and succession planning. Mr. Capuano reports to the Board, and the Board reviews his performance annually. Strong Lead Independent Director. Since 2013, the Board has maintained the position of Lead Independent Director. The Lead Independent Director’s responsibilities include presiding at regular executive sessions of the independent directors as well as meetings of the Board at which the Chairman is not present, coordinating the activities of the independent directors, having the authority to convene meetings of the independent directors, and serving as a liaison between the Chairman, the President and CEO and the independent directors. The Lead Independent Director also reviews and approves, in consultation with both the Chairman and the President and CEO, Board meeting agendas and schedules, coordinates the evaluation of Board and committee performance, coordinates the assessment and evaluation of Board candidates, organizes and leads the Board’s annual evaluation of the President and CEO, makes recommendations for changes to the Company’s governance practices, and participates in direct engagement with major stockholders. The Lead Independent Director is a standing member of the Board’s Executive Committee. The Board believes that the role of the Lead Independent Director

  38. ITEMS TO BE VOTED ON

    | 12 | Marriott International, Inc. | 2025 Proxy Statement |

  39. ITEMS TO BE VOTED ON

    provides strong Board leadership and appropriate independent oversight. The independent directors of the Board appoint the Lead Independent Director annually. Since 2022, the independent directors have selected Mr. Frederick A. “Fritz” Henderson to serve as the Lead Independent Director. Mr. Henderson has served on the Board since 2013 and served as our Audit Committee chair from May 2014 to May 2022, and he has extensive experience serving in a variety of other public company board leadership roles.

  40. ITEMS TO BE VOTED ON

    | David Marriott | Fritz Henderson | Tony Capuano | | Chairman of the Board | Lead Independent Director | President and CEO | | Primary Responsibilities • Focuses on Board oversight, functioning and governance matters • Presides at meetings of the Board and of the stockholders • Reviews and approves Board agendas and materials • Advises the Lead Independent Director on Board composition, recruitment and succession planning • Represents the Company at internal and external events to help further the Company’s strategic goals and to promote the Company’s business, brands, culture, values and goodwill • Provides advice and counsel to the President and CEO | Primary Responsibilities • Coordinates the activities of the independent directors and presides at executive sessions of independent directors • Reviews and approves Board agendas and materials • Advises on director recruitment and recommends Board committee chairs • Oversees the Board and committee evaluation process • Organizes and leads the Board’s annual evaluation of the President and CEO • Works with the Chairman and the President and CEO to provide that management adequately addresses matters identified by the Board and the independent directors • Provides advice and counsel to the President and CEO | Primary Responsibilities • Leads the Company’s global business and is responsible for the Company’s short- and long-term performance • Leads the development and implementation of the Company’s purpose and strategy • Sets and manages the execution of the Company’s business strategies • Cultivates and advances the Company’s culture and values • Evaluates and develops the Company’s executive leaders and succession plans and sets the Company’s organizational structure |

  41. ITEMS TO BE VOTED ON

    Independent Committee Oversight. Our Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Technology and Information Security Oversight committees are composed solely of independent directors. Consequently, the independent directors directly oversee such critical items as the Company’s financial statements, executive compensation, the selection and evaluation of directors, the development and implementation of our corporate governance programs, and technology, information security and privacy. Emeritus Designations Chairman Emeritus. J.W. Marriott, Jr., our former Executive Chairman and Chairman of the Board, holds the title of Chairman Emeritus. As Chairman Emeritus, he may attend certain Board meetings or functions, but he is not a nominee for election and is not considered a member of the Board or a “director” as that term is used in our Amended and Restated Bylaws. He may not vote on any business coming before the Board, and he is not counted as a member of the Board for the purpose of determining a quorum or for any other purpose. He does not receive a salary in his capacity as Chairman Emeritus or compensation for attendance at Board meetings, although he may be reimbursed for reasonable expenses incurred to attend such meetings or functions or other business expenses incurred in connection with his role as Chairman Emeritus. Director Emeritus. William J. Shaw, a former director and Vice Chairman of the Company, holds the title of Director Emeritus, but does not vote at or attend Board meetings and is not a nominee for election.

  42. ITEMS TO BE VOTED ON

    | 2025 Proxy Statement | Marriott International, Inc. | 13 |

  43. ITEMS TO BE VOTED ON

    Board Composition The Nominating and Corporate Governance Committee evaluates the composition of the Board at least annually to assess whether the skills, experience, characteristics, and other criteria established by the Board are currently represented on the Board as a whole, and by individual directors, and to assess the criteria that may be needed in the future in light of the Company’s anticipated needs. In addition, while the Board does not maintain a formal diversity policy for Board membership, the Board believes that a board comprised of directors with a variety of backgrounds and experiences improves the dialogue and decision-making in the boardroom and contributes to overall board effectiveness. The Board and the Nominating and Corporate Governance Committee seek to achieve a mix of such members, which they define broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills and expertise, professional and industry experience, and personal characteristics. The Board believes the current directors, as a group and as individuals, embody such a mix and have the skills and expertise important to oversee our business and strategy. Director Nominees A majority of our director nominees are independent with a mix of short-, medium- and long-term tenure. Six of our 13 director nominees are female and seven are male, and four of our director nominees are people of color. * As of the 2025 Annual Meeting.

  44. ITEMS TO BE VOTED ON

    | 14 | Marriott International, Inc. | 2025 Proxy Statement |

  45. ITEMS TO BE VOTED ON

    Director Skills and Qualifications The skills matrix below summarizes some of the skills and expertise of the director nominees that we believe benefit our current business and strategy. We continue to evaluate the matrix against our needs and strategy so that it can serve as an effective tool for identifying director nominees who collectively have the complementary experience, knowledge, and abilities relevant to service on the Board.

  46. ITEMS TO BE VOTED ON

    | 2025 Proxy Statement | Marriott International, Inc. | 15 |

  47. ITEMS TO BE VOTED ON

    Selection of Director Nominees The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its members, other Board members, management, and stockholders. As a stockholder, you may recommend any person for consideration as a nominee for director by writing to the Nominating and Corporate Governance Committee of the Board of Directors, c/o Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814. Recommendations must include the name and address of the stockholder making the recommendation, a representation that the stockholder is a holder of record of Class A common stock, biographical information about the individual recommended, and any other information the stockholder believes would be helpful to the Nominating and Corporate Governance Committee in evaluating the individual recommended.

  48. ITEMS TO BE VOTED ON

    | The Board does not have specific requirements for eligibility to serve as a director. However, in evaluating candidates, regardless of how recommended, the Nominating and Corporate Governance Committee considers the qualifications set out in the Company’s Governance Principles, including: |

  49. ITEMS TO BE VOTED ON

    | CHARACTER | | EXPERIENCE | | WILLINGNESS | | | character, judgment, personal and professional ethics, integrity, values, and familiarity with national and international issues affecting business | | depth of experience, skills, and knowledge relevant to the Board and the Company’s business, including the ability to provide effective oversight of long-term strategy and enterprise risk | | willingness to devote sufficient time to carry out the duties and responsibilities effectively | |

  50. ITEMS TO BE VOTED ON

    In addition, as described above, when evaluating director candidates, the Nominating and Corporate Governance Committee considers and discusses the extent to which a prospective nominee helps the Board achieve a mix of members that represent a variety of backgrounds and experiences. The Nominating and Corporate Governance Committee makes a recommendation to the full Board as to any persons it believes should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee. The procedures for considering candidates recommended by a stockholder for Board membership are consistent with the procedures for candidates recommended by members of the Nominating and Corporate Governance Committee, other members of the Board, or management. During 2024, the Nominating and Corporate Governance Committee also used the services of Russell Reynolds Associates, a third-party executive search firm, to assist in board candidate searches.

  51. ITEMS TO BE VOTED ON

    | 16 | Marriott International, Inc. | 2025 Proxy Statement |

  52. ITEMS TO BE VOTED ON

    Nominees to our Board of Directors Each of the following director nominees presently serves on our Board and their term of office will expire at the Annual Meeting. The age shown below for each director nominee is as of May 9, 2025, the date of the Annual Meeting. Each director nominee has been nominated to serve until the 2026 annual meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Set forth below is each director nominee’s biography as well as the qualifications and experiences each director nominee brings to our Board, in addition to the general qualifications discussed above.

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    | Chairman of the Board Age: 51 Joined the Board: 2021 Marriott International Board Committee Memberships ⯀ Executive (Chair) ⯀ Inclusion and Social Impact Other Public Company Boards (Current) ⯀ None Other Public Company Boards (Past Five Years) ⯀ None | David S. Marriott Chairman of the Board, Marriott International, Inc. Former President, U.S. Full Service Managed by Marriott | | | Skills and Qualifications David is only the third Chairman of the Board in the Company’s history. As the son of our Chairman Emeritus and the grandson of our founders, he embodies the culture of the Company and provides the Board a deep understanding of the Company’s history, core values and mission. Prior to joining the Board, he served in a variety of operational, sales and leadership roles with the Company since 1999. As President, U.S. Full Service Managed by Marriott, the role he held immediately prior to joining the Board, he oversaw hotel operations, human resources, sales and marketing, finance, market strategy, information resources and development and feasibility for more than 330 hotels operating under 14 brands in 34 states and French Polynesia. David leverages this experience − and his lifetime around the Company − to provide the Board valuable insight about the Company’s operations and the hospitality industry. | | | Career Highlights ⯀ Chairman of the Board (2022 – Present) ⯀ President, U.S. Full Service Managed by Marriott (2018 – 2021) ⯀ Chief Operations Officer, The Americas, Eastern Region (2010 – 2018) ⯀ Various operations and sales roles within Marriott with increasing responsibility, including Market Vice President; Senior Vice President, Global Sales; Sales, Boston, MA and Arlington, VA; and Assistant Sous Chef, Salt Lake City Marriott Downtown Other Activities and Memberships ⯀ JWM Family Enterprises, Inc., Board of Directors ⯀ University of Utah, National Advisory Council ⯀ Howard University School of Business, Marriott-Sorenson Center for Hospitality Leadership, Executive Board ⯀ The J. Willard & Alice S. Marriott Foundation, Board of Trustees ⯀ National Geographic Society, Board of Trustees |

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    | 2025 Proxy Statement | Marriott International, Inc. | 17 |

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    | Director Age: 59 Joined the Board: 2021 Marriott International Board Committee Memberships ⯀ Executive ⯀ Inclusion and Social Impact Other Public Company Boards (Current) ⯀ McDonald’s Corporation Other Public Company Boards (Past Five Years) ⯀ None | Anthony G. Capuano President and CEO, Marriott International, Inc. | | | Skills and Qualifications Tony has served in a variety of leadership roles at the Company since 1995 and has been instrumental in the Company’s growth. Before his appointment as CEO in February 2021, Tony was Group President, Global Development, Design and Operations Services, where he led the strategic unit growth of all of Marriott’s brands while overseeing the global design team as well as Marriott’s global operating standards and protocols for thousands of properties around the world. His vast knowledge of the Company and its culture, and his deep experience and relationships in the hospitality industry, provide the Board valuable insights and perspective. Tony’s service on the boards of directors and board committees of McDonald’s Corporation and various not-for-profit entities provides additional industry and governance perspectives. | | | Career Highlights ⯀ Marriott International ⯀ President and CEO (2023 – present) ⯀ CEO (2021 – 2023) ⯀ Group President, Global Development, Design and Operations Services (2020 – 2021) ⯀ Executive Vice President and Global Chief Development Officer (2009 – 2020) ⯀ Senior Vice President of Full-Service Development for North America (2005 – 2008) ⯀ Kenneth Leventhal and Company’s Hospitality Consulting Group, Los Angeles, CA ⯀ Laventhol and Horwath’s Leisure Time Advisory Group, Boston, MA Other Activities and Memberships ⯀ Cornell Hotel Society ⯀ The Cornell School of Hotel Administration, Dean’s Advisory Board Member ⯀ Business Roundtable ⯀ American Hotel and Lodging Association, Industry Real Estate Financial Advisory Council ⯀ Save Venice, Inc., Trustee |

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    | Independent Director Age: 65 Joined the Board: 2022 Marriott International Board Committee Memberships ⯀ Audit (Chair) ⯀ Nominating and Corporate Governance Other Current Public Company Boards ⯀ GE Aerospace Other Public Company Boards (Past Five Years) ⯀ Gap, Inc. ⯀ LyondellBasell Industries | Isabella D. Goren Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation | | | Skills and Qualifications Bella brings to the Board and to our Audit Committee, which she chairs, deep financial expertise and wide-ranging global travel business experience. Her multifaceted career in the travel business spans almost 30 years and includes extensive experience in implementing complex global strategies and leading financial functions, customer technology and data analytics, loyalty programs, customer service organizations and large-scale international operations. Her responsibilities at American Airlines also included human resources, revenue management, investor relations and marketing. In addition, her service on the boards of directors of various other public, private and not-for-profit organizations adds strategic and governance expertise to the Board. | | | Career Highlights ⯀ Chief Financial Officer, American Airlines, Inc. (American) and AMR Corporation (AMR) (2010 – 2013) ⯀ Senior Vice President, Customer Relationship Marketing, American (2006 – 2010) ⯀ Various roles of increasing responsibility with American, including finance, revenue management, human resources and global operational roles: ⯀ Vice President, Interactive Marketing ⯀ Vice President, Asia Pacific Operations ⯀ Vice President, Customer Services Planning ⯀ President, AMR Services ⯀ Various Management Positions Other Activities and Memberships ⯀ MassMutual Financial Group, Board of Directors ⯀ Southern Methodist University, Lyle School of Engineering, Executive Board Member ⯀ The University of Texas at Austin, Cockrell School of Engineering, Advisory Board Member |

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    | Director Age: 68 Joined the Board: 2014 Marriott International Board Committee Memberships ⯀ Inclusion and Social Impact Other Current Public Company Boards ⯀ None Other Public Company Boards (Past Five Years) ⯀ None | Deborah Marriott Harrison Global Cultural Ambassador Emeritus, Marriott International, Inc. | | | Skills and Qualifications As the daughter of our Chairman Emeritus and the granddaughter of our founders, Debbie has extensive knowledge of the Company’s culture, business and history. Her prior service as our Global Officer, Marriott Culture and Business Councils and continuing service as our Global Cultural Ambassador Emeritus provides the Board valuable insights into our culture and workforce. Debbie also provides the Board important judgment and perspectives on government relations and public policy from her experience leading our government affairs function, and she leverages her current and prior service on the boards of numerous not-for-profit entities to assist the Board with fulfilling its corporate governance responsibilities. | | | Career Highlights ⯀ Global Officer, Marriott Culture and Business Councils (2013 – 2019) ⯀ Senior Vice President, Government Affairs (2007 – 2013) ⯀ Vice President, Government Affairs (2006 – 2007) ⯀ Various prior operations and accounting roles at Marriott International and Marriott hotels, including positions at the Key Bridge and Dallas Marriott hotels Other Activities and Memberships ⯀ The J. Willard & Alice S. Marriott Foundation, Board of Trustees ⯀ Bill and Donna Marriott Foundation, Trustee ⯀ Bridges from School to Work, Board of Trustees ⯀ Wilmer Eye Institute, Board of Governors |

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    | Lead Independent Director Age: 66 Lead Independent Director since: 2022 Joined the Board: 2013 Marriott International Board Committee Memberships ⯀ Audit ⯀ Executive ⯀ Nominating and Corporate Governance (Chair) Other Current Public Company Boards ⯀ Adient plc (Chair) Other Public Company Boards (Past Five Years) ⯀ Arconic Corp. (Chair) ⯀ Horizon Global | Frederick A. Henderson Former Chairman and CEO, SunCoke Energy, Inc. | | | Skills and Qualifications Having served in numerous executive and board leadership roles at other public companies throughout his career, Fritz brings significant leadership and governance experience to our Board and deep expertise in management and strategic planning. He also brings extensive international business experience having lived and worked in numerous countries over his career, and he has deep expertise in the fields of finance and accounting gained from his background as a chief financial officer. | | | Career Highlights ⯀ Principal, Hawksbill Group (2018 – present), a diversified business and communications consulting firm ⯀ Chairman and CEO, SunCoke Energy, Inc. (2011 – 2017) and SunCoke Energy Partners GP LLC (2013 – 2017) ⯀ Senior Vice President, Sunoco (2010 – 2011) ⯀ Various roles of increasing responsibility with General Motors (GM) for more than 25 years, including: ⯀ President and CEO (2009) ⯀ President and Chief Operating Officer (2008 – 2009) ⯀ Vice Chairman and Chief Financial Officer (2006 – 2008) ⯀ Chairman, GM Europe (2004 – 2006) ⯀ Group Vice President and Regional President, GM Asia Pacific (2002 – 2004) ⯀ Group Vice President and Regional President, GM Latin America, Africa and Middle East (2000 – 2002) ⯀ Various other finance and operational roles starting in 1984 Other Activities and Memberships ⯀ US Farathane Corporation, Board Member ⯀ Alfred P. Sloan Foundation, Board of Trustees, Chair |

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    | Independent Director Age: 56 Joined the Board: 2023 Marriott International Board Committee Memberships ⯀ Human Resources and Compensation ⯀ Technology and Information Security Oversight Other Current Public Company Boards ⯀ DICK’S Sporting Goods Other Public Company Boards (Past Five Years) ⯀ YUM! Brands | Lauren R. Hobart President and CEO, DICK’S Sporting Goods, Inc. | | | Skills and Qualifications Lauren brings to the Board executive leadership, strategic vision, marketing and digital acumen, and operational expertise gained from her senior executive roles at DICK’S Sporting Goods, an omnichannel retailer serving athletes and outdoor enthusiasts, and PepsiCo. She provides the Board expertise in branding and marketing, e-commerce, digital operations, and consumer and employee engagement. In addition, Lauren brings extensive public company boardroom experience, and her status as the first non-family member CEO of DICK’S positions her to assist with governance matters unique to our Company. | | | Career Highlights ⯀ DICK’S Sporting Goods, Inc. ⯀ President and CEO (2021 – present) ⯀ President (2017 – 2021) ⯀ Executive Vice President, Chief Customer & Digital Officer (2017) ⯀ Executive Vice President, Chief Marketing Officer (2015 – 2017) ⯀ Senior Vice President, Chief Marketing Officer (2011 – 2015) ⯀ PepsiCo, Inc. ⯀ Chief Marketing Officer, Carbonated Soft Drinks (2009 – 2011) ⯀ Senior marketing and strategic planning roles (1997 – 2009) ⯀ Associate Vice President, Wells Fargo & Co. (1993 – 1995) ⯀ Account Officer, JPMorgan Chase & Co. (1990 – 1993) Other Activities and Memberships ⯀ DICK’S Sporting Goods Foundation, President |

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    | Independent Director Age: 70 Joined the Board: 2004 Marriott International Board Committee Memberships ⯀ Executive ⯀ Inclusion and Social Impact (Chair) ⯀ Nominating and Corporate Governance Other Current Public Company Boards ⯀ The Procter & Gamble Company ⯀ Warner Bros. Discovery Other Public Company Boards (Past Five Years) ⯀ AT&T ⯀ Burberry Group plc | Debra L. Lee Former Chairman and CEO, BET Networks | | | Skills and Qualifications Debi provides our Board with proven leadership and business experience as the former CEO of BET Networks, a media and entertainment company. She also has extensive corporate governance experience from her membership on the boards of other public companies, her legal experience, and her significant involvement in civic, community and charitable activities. In addition, Debi’s more than 30 years of experience as an executive in the media industry, along with her broad board experience, provide her with extensive marketing and consumer industry skills. | | | Career Highlights ⯀ Chairman and CEO, BET Networks (2006 – 2018) ⯀ Prior to being named Chairman and CEO of BET Networks, Ms. Lee served in several leadership roles at BET beginning in 1986, including President and CEO, President and Chief Operating Officer, and Executive Vice President and General Counsel ⯀ Attorney, Steptoe & Johnson, LLP Other Activities and Memberships ⯀ Leading Women Defined Foundation, Founder and Chair ⯀ The Monarchs Collective, Co-founder and Partner ⯀ Alvin Ailey Dance Theater, President Emerita ⯀ The American Film Institute, Board of Trustees ⯀ Brown University, Trustee Emeritus |

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    | 2025 Proxy Statement | Marriott International, Inc. | 23 |

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    | Independent Director Age: 70 Joined the Board: 2016 Marriott International Board Committee Memberships ⯀ Audit ⯀ Human Resources and Compensation (Chair) ⯀ Nominating and Corporate Governance Other Current Public Company Boards ⯀ The Chefs’ Warehouse, Inc. ⯀ Voya Financial, Inc. Other Public Company Boards (Past Five Years) ⯀ None | Aylwin B. Lewis Former Chairman, CEO and President, Potbelly Corporation | | | Skills and Qualifications As a result of his numerous senior management positions at Yum! Brands, Kmart, Sears and Potbelly Corporation, Aylwin brings to the Board significant leadership experience; expertise in corporate branding, marketing, franchising and management of complex global businesses; and insights on meeting consumer needs while driving growth. His service on the boards of directors and board committees of various other public companies provides additional strategic and governance perspectives, and he has extensive knowledge of the hospitality industry from his prior service on the board of directors of Starwood Hotels & Resorts. Aylwin holds an MBA in Human Resources Management from Houston Baptist University, and a BS degree in Hotel and Restaurant Management and BA degree in English from the University of Houston. | | | Career Highlights ⯀ Chairman, CEO and President, Potbelly Corporation (2008 – 2017) ⯀ President and CEO, Sears Holdings Corporation (2005 – 2008); prior to being named CEO of Sears, Mr. Lewis was the President of Sears Holdings and CEO of Kmart and Sears Retail following Sears’ acquisition of Kmart in 2005 ⯀ President and CEO, Kmart Holding Corporation (2004 – 2005) ⯀ Various roles of increasing responsibility and leadership with YUM! Brands, Inc., including Chief Multi-Branding and Operating Officer (2003 – 2004), Chief Operating Officer (2000 – 2003), and Chief Operating Officer, Pizza Hut (1996 – 1997) Other Activities and Memberships ⯀ Caliber Collison, Board Member |

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    | Independent Director Age: 71 Joined the Board: 2019 Marriott International Board Committee Memberships ⯀ Audit ⯀ Technology and Information Security Oversight (Chair) Other Current Public Company Boards ⯀ Alignment Healthcare ⯀ American Electric Power Company, Inc. ⯀ First American Financial Corp. Other Public Company Boards (Past Five Years) ⯀ Brighthouse Financial, Inc. | Margaret M. McCarthy Former Executive Vice President, CVS Health Corporation | | | Skills and Qualifications As a former IT executive at multiple major companies, Meg brings significant information and technology expertise to the Board, including experience helping consumer-facing organizations manage transformational technology change as well as privacy and cybersecurity risks. From her senior leadership experience managing large groups of employees, complex processes and enterprise-critical technology, she is well-positioned to provide the Board and our Technology and Information Security Oversight Committee, which she chairs, with valuable insights into areas of critical importance to the operations of the Company, including information security, data privacy, and technology and innovation. She also brings extensive governance expertise gained from having served on various advisory boards, councils, and public and private company boards. | | | Career Highlights ⯀ Executive Vice President, CVS Health Corporation (2018 – 2019), a pharmacy healthcare provider ⯀ Executive Vice President, Operations and Technology, Aetna Inc. (Aetna) (2010 – 2018), a healthcare benefits company ⯀ Chief Information Officer and Vice President and Head of Business Solutions Delivery, Aetna (2003 – 2008) ⯀ Senior Vice President, Information Technology, Cigna Corporation ⯀ Chief Information Officer, Catholic Health Initiatives ⯀ Chief Information Officer, Franciscan Health System ⯀ Consultant, Andersen Consulting (now Accenture) ⯀ Consulting Partner, Ernst & Young |

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    | 2025 Proxy Statement | Marriott International, Inc. | 25 |

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    | Independent Director Age: 66 Joined the Board: 2023 Marriott International Board Committee Memberships ⯀ Audit ⯀ Inclusion and Social Impact Other Current Public Company Boards ⯀ None Other Public Company Boards (Past Five Years) ⯀ None | Grant F. Reid Former President and CEO, Mars, Incorporated | | | Skills and Qualifications Grant brings years of experience as a global CEO with a proven track record in driving global business growth, consumer engagement, digital transformation, and purpose-led leadership. As President and CEO of Mars, Incorporated, a family-owned multinational manufacturer of confectionery, pet food and other food products and a provider of animal care services, Grant grew sales and expanded the workforce significantly, extended the company’s operations to more than 80 countries, and transformed Mars, Inc.’s portfolios through innovation and acquisitions. Grant’s experience spanned advances in supply chain digitization, AI adoption, automation, data-driven decision-making, and the introduction of Mars Compass, a framework balancing strong financial performance with positive societal impact. Outside of Mars, Inc., at the invitation of King Charles III, he chaired a global CEO Task Force focused on scaling regenerative agriculture, served as a board member of Business for Inclusive Growth, and as a board member and co-chair of the Governance Committee of The Consumer Goods Forum. | | | Career Highlights ⯀ Mars, Incorporated ⯀ President and CEO (2014 – 2022), and member of the Board of Directors (2015 – 2022) ⯀ Global President, Mars Chocolate (2009 – 2014) ⯀ Global President, Mars Drinks (2007 – 2009) ⯀ Executive Vice President, Sales and Customer Care (2001 – 2007) ⯀ Various roles of increasing responsibility with Mars (1988 – 2001) Other Activities and Memberships ⯀ The Vanguard Group, Board of Directors and Trustee ⯀ CVC, Senior Operating Partner, a global alternative investment manager (2023 – present) ⯀ Sustainable Markets Initiative, Chair of the Agribusiness Task Force (2021 – 2024) |

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    | Independent Director Age: 57 Joined the Board: 2021 Marriott International Board Committee Memberships ⯀ Human Resources and Compensation ⯀ Technology and Information Security Oversight Other Current Public Company Boards ⯀ Booz Allen Hamilton, Inc. Other Public Company Boards (Past Five Years) ⯀ None | Horacio D. Rozanski Chairman, CEO and President, Booz Allen Hamilton, Inc. | | | Skills and Qualifications Horacio brings to the Board extensive senior leadership and global business experience and organizational management expertise gained from his role as Chairman, CEO and President of Booz Allen Hamilton, a global technology company. He has a strong background in technology, innovation, strategic transformation, and business strategy. In addition, having served as Booz Allen’s chief personnel officer and chief strategy and talent officer, he has deep understanding of managing and developing talent. | | | Career Highlights ⯀ Chairman, CEO and President, Booz Allen Hamilton, Inc. (Booz Allen) (2024 – present) ⯀ Various roles of increasing responsibility with Booz Allen since 1992, including: ⯀ CEO and President (2015 – 2024) ⯀ President and Chief Operating Officer (2014) ⯀ Chief Operating Officer (2011 – 2014) ⯀ Chief Strategy and Talent Officer (2010) ⯀ Chief Personnel Officer (2003 – 2010) ⯀ Vice President and various consulting roles (1992 – 2003) Other Activities and Memberships ⯀ Children’s National Medical Center, Board of Directors, Chair ⯀ The Economic Club of Washington, D.C., Board of Directors ⯀ U.S. Holocaust Museum’s Committee on Conscience, Member ⯀ Kennedy Center Corporate Fund, Board Member ⯀ Business Roundtable, Member |

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    | 2025 Proxy Statement | Marriott International, Inc. | 27 |

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    | Independent Director Age: 70 Joined the Board: 2015 Marriott International Board Committee Memberships ⯀ Human Resources and Compensation ⯀ Technology and Information Security Oversight Other Current Public Company Boards ⯀ Caterpillar, Inc. ⯀ FedEx Corporation Other Public Company Boards (Past Five Years) ⯀ The Boeing Company | Susan C. Schwab Professor Emerita, University of Maryland School of Public Policy and Strategic Advisor, Mayer Brown LLP | | | Skills and Qualifications Ambassador Schwab brings unique senior leadership and global and governmental perspectives to the Board’s deliberations. Her experience leading large international trade negotiations and ongoing engagement in international geopolitical and economic and commercial matters positions her well to advise her fellow directors and our senior management on a wide range of key global issues facing the Company. Susan’s government experience also allows her to advise the Company on the many challenges and opportunities that relate to government relations at home and abroad. As a result of Susan’s prior business experience and current service on other Fortune 100 corporate boards, she brings expertise on a wide range of strategic, operational, corporate governance and compensation matters to the Board and the committees on which she sits. | | | Career Highlights ⯀ Professor Emerita (2020 – present) and Professor (2009 – 2020), University of Maryland School of Public Policy ⯀ Strategic Advisor, Mayer Brown LLP, a global law firm (2010 – present) ⯀ U.S. Trade Representative (2006 – 2009) and Deputy, U.S. Trade Representative (2005 – 2006) ⯀ Vice Chancellor, University System of Maryland, and President and CEO, University System of Maryland Foundation (2004 – 2005) ⯀ Dean, University of Maryland School of Public Policy (1995 – 2003) ⯀ Director Corporate Business Development, Motorola, Inc. (1993 – 1995) ⯀ Director-General, U.S. and Foreign Commercial Service (Assistant Secretary of Commerce) (1989 – 1993) Other Activities and Memberships ⯀ National Foreign Trade Council, Board of Directors, Chair ⯀ Business Council for International Understanding, Board Member ⯀ The Conference Board, NYC, Vice Chair, Board of Trustees ⯀ Signature Theatre, Arlington, VA, Board Member ⯀ The Do Good Council, University of Maryland, Board Member |

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    | Independent Director Age: 55 Joined the Board: 2025 Marriott International Board Committee Memberships ⯀ None* Other Current Public Company Boards ⯀ None Other Public Company Boards (Past Five Years) ⯀ None | Sean C. Tresvant CEO, Taco Bell Corp. | | | Skills and Qualifications Sean brings to the Board expertise in corporate brand management, marketing, and franchise operations of a complex global business; significant leadership experience; and insights on business transformation while accelerating growth, as a result of his numerous senior management positions at Taco Bell, a global Mexican-inspired quick service restaurant (QSR) brand. He has a strong background in business strategy, innovation, and technology. In addition, having spent over 15 years at NIKE, Inc., an athletic footwear, apparel, equipment, accessories and services corporation, culminating in the role of Chief Marketing Officer for the Jordan Brand, he has a deep understanding of the consumer journey, creative collaborations, sponsorship, and omni-channel marketplace design. | | | Career Highlights ⯀ Taco Bell Corp. ⯀ CEO (2024 – Present) ⯀ Global Chief Brand & Strategy Officer (2023 – 2024) ⯀ Global Chief Brand Officer (2022 – 2023) ⯀ NIKE, Inc. ⯀ Chief Marketing Officer for the Jordan Brand (2020 – 2021) ⯀ Various senior marketing roles of increasing responsibility (2007 – 2020) ⯀ Executive Brand Director, Time Inc. – Sports Illustrated ⯀ Senior Brand Manager, PepsiCo, Inc. Other Activities and Memberships ⯀ Taco Bell Foundation, Vice Chairman ⯀ Black Executive CMO Alliance (BECA), Founding Member |

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    | * Mr. Tresvant joined the Board in February 2025, and the Board has not yet assigned him to any Board committees. He was recommended to the Nominating and Corporate Governance Committee as a director candidate by a third-party search firm that conducted a search on behalf of the Company. |

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    | 2025 Proxy Statement | Marriott International, Inc. | 29 |

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    Director Attendance The Board met four times in fiscal year 2024. The Company encourages all directors to attend the annual meeting of stockholders. All 12 directors nominated for election in 2024 attended the Company’s 2024 annual meeting. During fiscal year 2024, no current director or director nominee attended fewer than 75% of the total number of meetings of the Board and committees on which such director served. Governance Principles The Board has adopted Governance Principles that provide a framework for our governance processes. The portion of our Governance Principles addressing director independence appears below, and the full text of the Governance Principles can be found in the Investor Relations section of the Company’s website (www.Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.” You also may request a copy from the Company’s Secretary. Our Governance Principles establish the limit on the number of public company board memberships for the Company’s directors at two, including the Company’s Board, for directors who are chief executive officers of public companies, and four, including the Company’s Board, for other directors. Additionally, our Governance Principles provide that members of our Audit Committee should not serve on more than three audit committees of public companies, including the Company’s Audit Committee. All of our directors are in compliance with this policy. In light of these limits, as part of the annual director nomination process, the Nominating and Corporate Governance Committee considers a director’s ability to devote sufficient time to prepare for and attend all Board and committee meetings and perform all Board and committee responsibilities. Anti-Hedging and Anti-Pledging Policies Our insider trading policy prohibits Marriott associates, officers, and directors from engaging in hedging or derivative transactions with respect to our equity securities, all directors and executive officers (as designated in accordance with Rule 16a-1(f) under the Exchange Act) from holding our equity securities in a margin account, and all independent directors and executive officers (as designated in accordance with Rule 16a-1(f) under the Exchange Act) from pledging our equity securities as collateral for a loan. Directors who are not determined to be independent but do not serve as executive officers are prohibited from pledging our equity securities as collateral for a loan without the prior approval of the Lead Independent Director. The Lead Independent Director may approve or deny the request in his or her sole discretion, and may consider a variety of factors in evaluating a request, including, without limitation, the size of the pledge relative to the individual’s other holdings, both direct and indirect, and Marriott’s shares outstanding; the nature and size of the associated transaction and the risk of foreclosure, including the financial capacity to repay the loan; protections against the appearance of insider trading, including prohibitions on sales during trading black-outs; and the ability to timely report transactions on Form 4. No such requests for approval were made in 2024. Director Independence Our Governance Principles include the following standards for director independence: 5. Independence of Directors. At least two-thirds of the directors shall be independent, provided that having fewer independent directors due to the departure, addition, or change in independent status of one or more directors is permissible temporarily, so long as the two-thirds requirement is again satisfied by the later of the next annual meeting of stockholders or nine months. To be considered “independent” under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), the Board must determine that a director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott. The Board has established the guidelines set forth below to assist it in determining director independence. For the purpose of this section 5, references to “Marriott” include any of Marriott’s consolidated subsidiaries. a. A director is not independent if: (i) the director is, or has been within the preceding three years, employed by Marriott; (ii) the director or a family member is a current partner of Marriott’s independent auditor, or was a partner or employee of Marriott’s independent auditor and worked on the audit of Marriott at any time during the preceding three years; (iii) a family member of the director is, or has been within the preceding three years, employed by Marriott as an executive officer; (iv) the director or a family member is part of an interlocking directorate in which the director or family member is employed as an executive officer of another company where at any time during the preceding three years a present executive officer of Marriott at the same time serves or served on the compensation committee of that other company; (v) the director has accepted, or a family member has accepted, during any 12-month period within the preceding three years, more than $120,000 in compensation from Marriott, other than compensation for Board or Board committee service, compensation paid to a family member who is an employee (other than an executive officer) of Marriott, benefits under a tax-qualified retirement plan, or non-discretionary compensation; (vi) the director or a family member is an executive officer of a charitable

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    organization to which Marriott made discretionary charitable contributions in the current or any of the last three fiscal years that exceed five percent of that organization’s consolidated gross revenues for that year, or $200,000, whichever is more; or (vii) the director or a family member is a partner in, or a controlling stockholder or executive officer of, any organization to which Marriott made, or from which Marriott received, payments for property or services in the current or any of the last three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than payments arising solely from investments in Marriott securities or payments under non-discretionary charitable contribution matching programs. b. The following commercial or charitable relationships are not relationships that would impair a Marriott director’s independence: (i) service as an executive officer of another company which is indebted to Marriott, or to which Marriott is indebted, where the total amount of either company’s indebtedness to the other is less than two percent of the total consolidated assets of the other company; and (ii) service by a Marriott director or a family member solely as a non-employee director or trustee of another entity or charitable organization that does business with, or receives charitable contributions from, Marriott. The Board annually reviews each director’s independence and makes an affirmative determination regarding the independence of each director. c. For relationships not covered by the guidelines in paragraph (b) above, the determination of whether the relationship would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott, and therefore whether the director would be independent, shall be made by the directors who satisfy the independence guidelines set forth in this section 5. The Board undertook its annual review of director independence in February 2025. As provided in the Governance Principles, the purpose of this review is to determine whether any relationships or transactions are inconsistent with a determination that the director or nominee is independent. During the February 2025 review, the Board recognized the former employment of Mr. J.W. Marriott, Jr. and Mr. David Marriott, Mrs. Deborah Harrison’s role as Global Cultural Ambassador Emeritus, and the family relationships of Mr. J.W. Marriott, Jr., Mr. David Marriott, and Mrs. Harrison discussed elsewhere in this proxy statement. Based on the standards set forth in the Governance Principles, the Board affirmatively determined that Ms. Goren, Mr. Henderson, Ms. Hobart, Ms. Lee, Mr. Lewis, Ms. McCarthy, Mr. Reid, Mr. Rozanski, Ambassador Schwab, and Mr. Tresvant are each independent of the Company and its management. In making this determination, the Board found that none of these directors had a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott. In addition, the Board had previously determined that Eric Hippeau, who served on the Board until May 2024, was independent. Mr. Anthony Capuano, Mrs. Deborah Harrison, and Mr. David Marriott are considered not independent as a result of their current or former employment with the Company and/or family relationships.

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    | 2025 Proxy Statement | Marriott International, Inc. | 31 |

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    Board Committees The Board has six standing committees: Audit; Human Resources and Compensation; Nominating and Corporate Governance; Inclusion and Social Impact; Technology and Information Security Oversight; and Executive. The Board has determined that all members of the Audit Committee, Human Resources and Compensation Committee, and Nominating and Corporate Governance Committee are independent under the applicable rules and regulations of the Nasdaq Listing Standards, including the standards applicable to compensation committee members, and the U.S. Securities and Exchange Commission (the “SEC”), that all members of the Audit Committee meet the Nasdaq listing standard of financial sophistication, and that Ms. Goren, Mr. Henderson, and Mr. Lewis are audit committee financial experts as defined in SEC rules. The Board has adopted a written charter for each committee, and those charters are available on the Investor Relations section of our website (www.Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.” You also may request copies of the committee charters from the Company’s Secretary. The table below indicates the current members of the applicable Board committee, the primary responsibilities of such committee, and the number of meetings held in 2024.

  85. ITEMS TO BE VOTED ON

    | Audit Committee | | Number of Meetings in 2024: 7 | | Current Members | | Key Responsibilities • Oversee accounting and financial reporting, including the audit of our financial statements and internal control environment. • Appoint and retain our independent registered public accounting firm, manage its compensation, and oversee its work. • Oversee the performance of the internal audit function. • Oversee compliance with legal and regulatory requirements. • Review and consider related party transactions and policies regarding related party transactions. • Oversee risk management, including efforts to promote the safety and security of guests and associates. • Review and approve the Company’s use of swaps and other derivative instruments. Recent Committee Focus Areas In addition to its key responsibilities, during 2024 the Committee’s oversight included, among other things: • At each quarterly meeting, representatives of Ernst & Young LLP and finance management were present to review accounting, internal control, auditing, and financial reporting matters, and the Committee held private sessions with the Company’s General Counsel, Chief Audit Executive, and representatives of Ernst & Young LLP; and • Discussing and receiving briefings from management on matters related to accounting, loyalty, operational resilience, insurance, tax and treasury, compliance with legal and regulatory requirements and disclosures, and guest and associate safety and security. For additional information, please see the Report of the Audit Committee section of this proxy statement below. | | Isabella D. Goren Chair | | | | Frederick A. Henderson | Aylwin B. Lewis | | | Margaret M. McCarthy | Grant F. Reid | |

  86. ITEMS TO BE VOTED ON

    | 32 | Marriott International, Inc. | 2025 Proxy Statement |

  87. ITEMS TO BE VOTED ON

    | Human Resources and Compensation Committee | | Number of Meetings in 2024: 5 | | Current Members | | Key Responsibilities • Review the philosophy and design of our executive compensation program. • Review and recommend to the Board the compensation of the President and CEO. • Review and recommend to the Board our incentive compensation plans and equity-based plans. • Review and approve or recommend to the Board, as applicable, senior executive development and compensation programs and oversee senior executives’ evaluations and plans for executive succession. • Oversee our clawback and stock ownership policies. • Oversee other human resources strategies and policies, including culture and associate engagement, talent development and retention, organizational effectiveness and efforts to promote the personal health and well-being of associates. Recent Committee Focus Areas In addition to its key responsibilities, during 2024 the Committee’s oversight included, among other things: • Receiving quarterly reports from our President and CEO, Chief Human Resources Officer, and other members of management concerning executive compensation policies and trends, talent development and management, and associate well-being; • Reviewing and approving senior executive compensation; and • Continuing its oversight of the Company’s senior executive succession planning, clawback policies, and executive travel and protection program. For additional information, please see the Report of the Human Resources and Compensation Committee section of this proxy statement below. | | Aylwin B. Lewis Chair | Lauren R. Hobart | | | Horacio D. Rozanski | Susan C. Schwab | |

  88. ITEMS TO BE VOTED ON

    | Nominating and Corporate Governance Committee | | Number of Meetings in 2024: 4 | | Current Members | | Key Responsibilities • Review and make recommendations to the Board regarding corporate governance documents and related matters (including any necessary modifications to the Governance Principles). • Review and make recommendations to the Board regarding the size and composition of the Board and its committees and identify, evaluate, and recruit individuals to become Board members. • Review and recommend to the Board planning for CEO succession. • Oversee the Board’s orientation and evaluation processes. • Review policies for political activities, lobbying and related contributions. Recent Committee Focus Areas In addition to its key responsibilities, during 2024 the Committee’s oversight included, among other things: • Continuing its ongoing review of short-term and long-term Board composition and refreshment needs; • Identifying and interviewing potential Board candidates; • Overseeing and participating in Company’s proxy and off-season investor engagement; and • Reviewing the Company’s Governance Principles and governance-related practices, including as related to tenure and retirement age practices. | | Frederick A. Henderson Chair | Isabella D. Goren | | | Debra L. Lee | Aylwin B. Lewis | |

  89. ITEMS TO BE VOTED ON

    | 2025 Proxy Statement | Marriott International, Inc. | 33 |

  90. ITEMS TO BE VOTED ON

    | Inclusion and Social Impact Committee | | Number of Meetings in 2024: 4 | | Current Members | | Key Responsibilities Oversee, review, and provide guidance to the Board and management regarding strategies, policies, and risks related to: • Associate well-being, inclusion, and access to opportunity; • Engagement with and access to opportunity for the Company’s community of hotel owners, customers, and suppliers; • Corporate social responsibility, including human rights, community support and engagement, and responsible sourcing; and • Environmental matters, including sustainability and climate-related issues, impacts, and risks. Recent Committee Focus Areas In addition to its key responsibilities, during 2024 the Committee’s oversight included, among other things: • Reviewing the Company’s Serve 360 goals, progress and reporting; • Discussions regarding enterprise- and hotel-level sustainability strategies, social impact, associate well-being and opportunity, and legal and regulatory developments in areas related to the committee’s oversight; and • Overseeing the Company’s science-based emissions reduction targets and related programs. | | Debra L. Lee Chair | | | | Anthony G. Capuano | Deborah M. Harrison | | | David S. Marriott | Grant F. Reid | |

  91. ITEMS TO BE VOTED ON

    | Technology and Information Security Oversight Committee | | Number of Meetings in 2024: 4 | | Current Members | | Key Responsibilities • In the context of technology, cybersecurity and privacy matters, review strategy and investments, the progress of major projects and decisions, and disaster recovery and business continuity planning. • Review privacy and information security policies and programs. • Review and discuss with management significant privacy and information security incidents, including response and recovery plans. • Oversee significant regulatory and compliance matters in technology, cybersecurity and privacy matters. Recent Committee Focus Areas In addition to its key responsibilities, during 2024 the Committee’s oversight included, among other things: • Receiving quarterly reports from our Chief Information Security Officer, Privacy Officer, and other members of management concerning our information security and data privacy programs and related matters; • Overseeing the Company’s multi-year, company-wide digital and technology transformation; • Reviewing the Company’s enterprise and regional technology and information security strategies; and • Discussing the Company’s strategies and policies related to emerging technologies and artificial intelligence. | | Margaret M. McCarthy Chair | Lauren R. Hobart | | | Horacio D. Rozanski | Susan C. Schwab | |

  92. ITEMS TO BE VOTED ON

    The Board also maintains an Executive Committee that is chaired by Mr. Marriott and on which Mr. Capuano, Mr. Henderson and Ms. Lee serve as members. The Executive Committee’s responsibilities include exercising the powers of the Board when it is not in session, subject to specific restrictions as to powers retained by the full Board. The Executive Committee did not meet in 2024.

  93. ITEMS TO BE VOTED ON

    | 34 | Marriott International, Inc. | 2025 Proxy Statement |

  94. ITEMS TO BE VOTED ON

    Meetings of Independent and Non-Employee Directors Company policy requires that the independent directors meet in executive session without management present at least twice a year. In 2024, the independent directors and non-employee directors met four times without management present and the independent directors met privately five times. The Lead Independent Director presides at the meetings of the independent directors. Board Refreshment The Board has established a robust Board refreshment process so that the backgrounds and experiences of our Board members are consistent with the needs of the business and our Board reflects a balance of perspectives from shorter- and longer-tenured members. Under the oversight of our Nominating and Corporate Governance Committee, the Board refreshment process includes regular review of Board composition and needs, the comprehensive annual Board evaluation process described below, and ongoing reviews of external candidates. As a result, seven of our 13 nominees have joined the Board within the last five years, including five independent members who have joined the Board since the beginning of 2021. In February 2025, after reviewing public company data, considering the results of the Board’s annual evaluation process, and extensive discussion about Board composition and our overall refreshment process, the Board amended the Governance Principles to increase the mandatory retirement age for directors from 72 to 75. This change aligns with the prevailing practice among S&P 500 companies with mandatory retirement age policies, provides more flexibility for retaining experienced directors who provide historical knowledge and perspective of our Company, and enhances the pool of accomplished individuals who can be considered as potential Board candidates. Board and CEO Evaluation Process The Nominating and Corporate Governance Committee oversees the design and implementation of our annual Board and committee evaluation process and annually reviews the process. The process includes the following components:

  95. ITEMS TO BE VOTED ON

    | • | Annual Board and Committee Questionnaires. Directors provide their assessments of the effectiveness of the Board and the committees on which they serve via written questionnaires. The Nominating and Corporate Governance Committee reviews the assessments and they are organized and summarized for discussion with the Board and the respective committees during executive sessions. |

  96. ITEMS TO BE VOTED ON

    | • | One-on-One Interviews. Beginning in 2024, either the Chairman of the Board or the Lead Independent Director meets with each director individually. This process is designed to provide additional feedback on Board composition, overall Board effectiveness, and individual director performance and contributions. |

  97. ITEMS TO BE VOTED ON

    | • | Ongoing Feedback. Directors provide ongoing, real-time feedback on Board practices and effectiveness throughout the year outside of the formal evaluation process, including in executive sessions after each regularly scheduled Board and committee meeting and in informal discussions outside of Board meetings with the Chairman of the Board, the Lead Independent Director, and the President and CEO and other members of management. |

  98. ITEMS TO BE VOTED ON

    | • | Board Leadership Discussions. The Chairman of the Board, the Lead Independent Director, and the President and CEO jointly review the contributions and performance of each director annually. |

  99. ITEMS TO BE VOTED ON

    The evaluation process is an important determinant for Board tenure, and both the Board and the Nominating and Corporate Governance Committee consider the results of the process as part of the nomination and selection process for both the Board and its committees and to assess whether changes to the Board’s composition or practices are appropriate. The Board also annually reviews the President and CEO’s performance. The Lead Independent Director organizes and leads the evaluation in collaboration with the chair of the Human Resources and Compensation Committee and the Chairman of the Board.

  100. ITEMS TO BE VOTED ON

    | 2025 Proxy Statement | Marriott International, Inc. | 35 |

  101. ITEMS TO BE VOTED ON

    Director Orientation and Continuing Education All new directors participate in our director orientation program. This orientation program includes a thorough review of background material, meetings with board members and senior management, and Company education sessions. The orientation allows new directors to become familiar with our industry and our business and strategic plans; significant financial matters; core values, including ethics, compliance programs and corporate governance practices; and other key policies and practices. We also facilitate and encourage the participation of all Board members in continuing education programs, at the Company’s expense, that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of our Board and its committees. In 2024, in addition to presentations and discussions at our Board meetings and regular ongoing contact with management, our continuing education efforts included the following:

  102. ITEMS TO BE VOTED ON

    | ✔ | Provided memberships and subscriptions to boardroom news resource platforms and leading director education associations, including the National Association of Corporate Directors. |

  103. ITEMS TO BE VOTED ON

    | ✔ | Hosted education sessions for the full Board led by internal and external experts, including sessions related to cybersecurity and geopolitics. |

  104. ITEMS TO BE VOTED ON

    | ✔ | Involved Board members in events, forums, and activities relevant to the responsibilities of board members and/or the business and affairs of the Company, including those that further enhanced their understanding and appreciation of our culture and core values such as Serve 360 events and our annual Awards of Excellence program. |

  105. ITEMS TO BE VOTED ON

    | ✔ | Hosted Board meetings at properties in a variety of locations to enhance the Board’s exposure to our brands and offerings. In conjunction with each Board meeting, we conducted local market hotel tours or hosted other events that allowed directors to meet and interact with on-property associates and above-property management associates. |

  106. ITEMS TO BE VOTED ON

    | 36 | Marriott International, Inc. | 2025 Proxy Statement |

  107. ITEMS TO BE VOTED ON

    Risk Oversight The Board is responsible for overseeing the Company’s processes for assessing and managing risk. The Board considers our risk profile when reviewing our annual business plan and incorporates risk assessment into its decisions impacting the Company. Risks are identified and managed in connection with the Company’s robust enterprise risk management process, and in performing its oversight responsibilities, the Board reviews with management the most significant enterprise risks that have been identified by both the Board and management, including strategic, operational, financial, external/regulatory, industry, and reputation risks, as well as management’s process and resources needed for addressing and mitigating the short- and long-term potential effects of such risks. The Board continuously evaluates its approach in addressing top risks as circumstances evolve, and the Company’s risk oversight processes and disclosure controls and procedures are designed to appropriately escalate key risks to the Board as well as to analyze potential risks for disclosure.

  108. ITEMS TO BE VOTED ON

    | Board of Directors | | | The Board receives regular updates from management with respect to various enterprise risk management issues, including updates on governance processes associated with managing risks, the status of projects to strengthen the Company’s risk mitigation efforts, and recent incidents impacting the industry and threat landscape. The Board receives updates through presentations, written materials, teleconferences, and other appropriate means of communication, with opportunities for questions, robust discussion and feedback. Throughout the year, a portion of the Board and relevant committee meetings are dedicated to reviewing and discussing specific risk topics in greater detail, which in 2024 included discussions related to geopolitical conditions, industry trends and threats, information security and emerging technologies, safety and security, legal and policy developments and risks, sustainability and climate, and talent and workforce matters. In addition, each regular Board meeting includes a report by the President and CEO that includes discussion of the most significant issues affecting the Company, and the Board receives periodic updates on certain risks and global trends and conditions that may impact the Company’s strategy and financial performance. The Board has delegated to its committees responsibility for further oversight of specific risks that fall within the committees’ areas of responsibility, as summarized below. The committees regularly report back to the full Board. | | | Audit | Technology and Information Security Oversight | | • Reviews and discusses the Company’s business and financial risk management and risk assessment policies and procedures with senior management, the Company’s independent auditor, and/or the Chief Audit Executive, including matters related to disaster recovery, business continuity, foreign currency, and risk disclosure. • Primarily responsible for hiring and evaluating our independent registered public accounting firm, reviewing our internal controls, and overseeing our internal audit function. • Oversees risks related to certain legal and compliance matters, including fraud and ethics, the Company’s compliance systems, and policies and procedures related to related party transactions and conflicts of interest. • Oversees the Company’s insurance risks and efforts to promote the safety and security of guests and associates. | • Oversees the Company’s information security and privacy risks and the steps taken to monitor and mitigate those exposures. Our Chief Information Security Officer and our Privacy Officer regularly report to the committee on topics related to information security and privacy risks and readiness, including with respect to resources deployed to identify, assess and mitigate such risks. • Information security and privacy risks are also discussed with the full Board, including in annual education sessions, as part of regular legal updates and management presentations, and as part of the Board’s oversight of enterprise risk management. • Reviews the progress of major technology-related projects and technology architecture decisions (including with respect to scope, budgets and timelines), reviews whether the Company’s technology programs effectively support the Company’s business needs and objectives, and monitors and oversees technology trends and threats. | | Human Resources and Compensation | | | • Oversees risks related to the Company’s human resources policies and practices, including executive development and succession, director and executive compensation and benefits, and other matters pertaining to talent management and organizational effectiveness. • Oversees the assessment of risks relating to the Company’s compensation policies and programs and reviews and discusses whether the amount and components of compensation for the Company’s associates and the design of compensation programs might create incentives for excessive risk-taking by the Company’s associates. | | | Inclusion and Social Impact | | | • Oversees risks related to the Company’s social and environmental strategies and policies, including strategies and policies related to associate wellbeing, inclusion, corporate social responsibility efforts, and sustainability and climate-related issues, impacts and risks. • The above matters are also discussed with the full Board as part of regular updates and management presentations, and as part of the Board’s oversight of enterprise risk management. | | | Nominating and Corporate Governance | | | • Monitors the Company’s processes to maintain proper corporate governance standards and oversees risks related to Board leadership, composition and refreshment. • Reviews the Company’s policies governing political contributions, lobbying, and personal political activities, including efforts to assess and manage risks relating to political activities and expenditures. | |

  109. ITEMS TO BE VOTED ON

    | 2025 Proxy Statement | Marriott International, Inc. | 37 |

  110. ITEMS TO BE VOTED ON

    Stockholder Engagement We value the insights and perspectives of our stockholders and have extensive engagement with the investment community throughout the year, including as follows:

  111. ITEMS TO BE VOTED ON

    | • | From time to time, the Lead Independent Director participates in discussions with stockholders to discuss proxy items or other issues where Board-level involvement is appropriate. In 2024, our Lead Independent Director spoke with various stockholders who have long-term, significant investments in the Company to discuss proxy matters, corporate governance, executive compensation, and key sustainability and social topics. Feedback from these discussions, proxy season developments, and voting results and trends are shared with the Nominating and Corporate Governance Committee and the full Board, as needed. |

  112. ITEMS TO BE VOTED ON

    | • | Our relevant subject matter experts engage with stockholders on a variety of matters related to the Company, including executive compensation, Board governance and composition, risk oversight, sustainability, and a variety of social issues. These discussions help foster a dialogue around governance practices and additional topics of interest to our investors, and we consider potential changes to governance or compensation practices, public disclosures or other practices in light of investor feedback. |

  113. ITEMS TO BE VOTED ON

    | • | Our Investor Relations team regularly speaks with existing and prospective investors in individual and group meetings, as well as at investor conferences. These meetings can include participation by our President and CEO, our Chief Financial Officer, or other senior executives. Discussions cover a wide variety of topics that help augment investors’ understanding of the Company, including an overview of business trends; our corporate strategy, priorities and goals; our financial performance; and our outlook. During these meetings, we also seek investors’ input and feedback so we can remain well informed regarding their perspectives. |

  114. ITEMS TO BE VOTED ON

    | • | Our quarterly earnings calls are another key aspect of our investor engagement process. During the calls, our President and CEO and our Chief Financial Officer provide prepared remarks and respond to analyst questions regarding historical results, current business trends, and the outlook for future periods. We post transcripts from our earnings calls and webcast presentations at investor conferences on our Investor Relations website, where stockholders can also find earnings press releases, Serve 360 reports, stock information, and other financial, operational and governance information. |

  115. ITEMS TO BE VOTED ON

    The feedback received from our stockholder engagement is regularly summarized and shared with our Board to help inform our decision-making, enhance our corporate disclosures, and shape our future practices. In total, during 2024, we spoke with investors from more than 375 institutions in individual and group meetings and at conferences. These investors represent a majority of our institutional investor base. Stockholder Communications with the Board Stockholders and others interested in communicating with the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee, the Audit Committee, or the non-employee directors may do so by email to business.ethics@marriott.com or by writing to the Business Ethics Department, Department 52/923, 7750 Wisconsin Avenue, Bethesda, Maryland 20814. Communications are forwarded to the appropriate directors for their review, except that the Board has instructed the Company not to forward solicitations, bulk mail or communications that do not address Company-related issues. The Company reports to the directors on the status of outstanding concerns addressed to the non-employee directors, the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee, or the Audit Committee on a regular basis. The non-employee directors, the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee, and the Audit Committee may direct special procedures, including the retention of outside advisors or counsel, for any concern addressed to them. Code of Ethics and Business Conduct Guide The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our President and CEO, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board. The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our website (www.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.

  116. ITEMS TO BE VOTED ON

    | 38 | Marriott International, Inc. | 2025 Proxy Statement |

  117. ITEMS TO BE VOTED ON

    Audit Committee Report and Independent Auditor Fees Report of the Audit Committee The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements, the reporting process, and maintaining an effective system of internal control over financial reporting. The Company’s independent auditor is engaged to audit and express opinions on the conformity of the Company’s financial statements to U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. In this context, the Audit Committee has reviewed and discussed the audited financial statements together with the results of management’s assessment of internal control over financial reporting with management and the Company’s independent auditor. The Audit Committee also discussed with the independent auditor those matters required to be discussed by the independent auditor with the Audit Committee under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received the written disclosures along with the annual communication of independence, including direct discussion with the independent auditor regarding the independent auditor’s independence, in accordance with the applicable requirements of the PCAOB. Relying on the reviews and discussions referred to above, the Audit Committee approved the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. Members of the Audit Committee: Isabella D. Goren (Chair) Frederick A. Henderson Aylwin B. Lewis Margaret M. McCarthy Grant F. Reid Pre-Approval of Independent Auditor Fees and Services Policy The Audit Committee’s Pre-Approval of Independent Auditor Fees and Services Policy provides for pre-approval of all audit, audit-related, tax and other permissible non-audit services provided by our independent auditor on an annual basis and additional services as needed. The policy also requires additional approval of any engagements that were previously approved but are anticipated to exceed pre-approved fee levels. The policy permits the Audit Committee Chair to pre-approve independent auditor services with estimated fees up to $100,000 (provided that the Audit Committee Chair reports to the full Audit Committee at the next meeting on any pre-approval determinations).

  118. ITEMS TO BE VOTED ON

    | 2025 Proxy Statement | Marriott International, Inc. | 39 |

  119. ITEMS TO BE VOTED ON

    Audit Committee Report and Independent Auditor Fees Independent Registered Public Accounting Firm Fee Disclosure The following table presents fees for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements for 2024 and 2023 and fees billed for audit-related services, tax services and all other services rendered by our independent registered public accounting firm for 2024 and 2023. The Audit Committee approved all of the fees presented in the table below.

  120. ITEMS TO BE VOTED ON

    | | Independent Registered Public Accounting Firm Fees Paid Related to 2024 Ernst & Young LLP ($) | Independent Registered Public Accounting Firm Fees Paid Related to 2023 Ernst & Young LLP ($) | | Audit Fees: | | | | Consolidated Audit(1) | 8,141,000 | 7,731,000 | | International Statutory Audits and Other(2) | 2,374,000 | 2,793,000 | | | 10,515,000 | 10,524,000 | | Audit-Related Fees(3) | 1,124,000 | 856,000 | | Tax Fees(4) | 534,000 | 402,000 | | Total Fees | 12,173,000 | 11,782,000 |

  121. ITEMS TO BE VOTED ON

    | (1) Principally fees for the audit of the Company’s annual financial statements, 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, the auditors’ review of the Company’s quarterly financial statements, and services provided in connection with the Company’s regulatory filings. |

  122. ITEMS TO BE VOTED ON

    | (2) Fees for statutory audits of our international subsidiaries and Other Audit Fees. |

  123. ITEMS TO BE VOTED ON

    | (3) Principally audits as required under agreements with hotel owners. |

  124. ITEMS TO BE VOTED ON

    | (4) Principally tax compliance services related to our international entities. |

  125. ITEMS TO BE VOTED ON

    | 40 | Marriott International, Inc. | 2025 Proxy Statement |

  126. ITEMS TO BE VOTED ON

    Report of the Human Resources and Compensation Committee Marriott is consistently recognized as a global hospitality leader. The Company believes that building a culture of strong and consistent leadership is essential to long-term success in the hospitality industry. In fact, Marriott’s long history of service, innovation, and growth is built on our core value of putting people first and our talent strategy is foundational to the Company’s success. Each of the NEOs is a long-standing member of our senior management team, averaging more than 25 years of hospitality experience with the Company, and, in 2024, made significant contributions to achieving the Company’s financial and business priorities, while driving strategic Company expansion. Our Company’s culture is reflected in, and reinforced by, the design and implementation of the Company’s executive compensation program, which emphasizes the following principles:

  127. ITEMS TO BE VOTED ON

    | • | There should be a strong correlation between NEO pay and Company performance. Therefore, a substantial portion of NEO pay should be tied to achieving key performance goals. |

  128. ITEMS TO BE VOTED ON

    | • | NEOs should be paid in a manner that contributes to long-term stockholder value. Therefore, equity compensation should be the most significant component of each NEO’s total pay opportunity. |

  129. ITEMS TO BE VOTED ON

    | • | Compensation should be designed to motivate the NEOs to perform their duties in ways that will help the Company meet its short-term and long-term objectives. Therefore, compensation should consist of an appropriate mix of the following compensation elements: cash and non-cash, annual and multi-year, and performance- and service-based. |

  130. ITEMS TO BE VOTED ON

    | • | The executive compensation program must be competitive so that the Company can attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice. Therefore, compensation should reflect market data, individual performance, and internal pay equity considerations, including consideration of the ratio of the President and CEO’s compensation to the other NEOs’ compensation. |

  131. ITEMS TO BE VOTED ON

    The Human Resources and Compensation Committee (the “Committee”), which is composed solely of independent members of the Board, assists the Board in fulfilling its responsibilities relating to the Company’s compensation and human resources policies and practices, including matters related to executive development, director and executive compensation and benefits, management succession planning, and talent development and retention. As part of its responsibilities, the Committee oversees the Company’s executive compensation programs, which are designed to enable the Company to attract, retain and motivate executives capable of establishing and implementing business plans in the best interests of the stockholders. The Committee, on behalf of and, in certain instances, subject to the approval of the Board, reviews and approves compensation programs for certain senior officers. In this context, the Committee reviewed and discussed with management the Company’s CD&A required by Item 402(b) of SEC Regulation S-K. Following the reviews and discussions referred to above, the Committee recommended to the Board that the CD&A be incorporated by reference in the Company’s Annual Report on Form 10-K and included in this proxy statement. Members of the Human Resources and Compensation Committee: Aylwin B. Lewis (Chair) Lauren R. Hobart Horacio D. Rozanski Susan C. Schwab

  132. ITEMS TO BE VOTED ON

    | 2025 Proxy Statement | Marriott International, Inc. | 41 |

  133. ITEMS TO BE VOTED ON

    Compensation Discussion and Analysis This section discusses the Company’s executive compensation program for the following NEOs for 2024:

  134. ITEMS TO BE VOTED ON

    | Anthony G. Capuano | President and Chief Executive Officer | | Kathleen K. Oberg | Chief Financial Officer and Executive Vice President, Development | | William P. Brown | Group President, United States and Canada | | Benjamin T. Breland | Chief Human Resources Officer and Executive Vice President, Global Operations Services(1) | | Rena H. Reiss | Executive Vice President and General Counsel |

  135. ITEMS TO BE VOTED ON

    | (1) Mr. Breland served as the Company’s Executive Vice President and Chief Human Resources Officer through 2024. He assumed additional responsibilities in early 2025 and was appointed Chief Human Resources Officer and Executive Vice President, Global Operations Services. |

  136. 2024 Compensation Highlights

    | • | 2024 Annual Cash Incentive Program: Consistent with our prior year design, performance factors included 2024 Adjusted EBITDA as the most critical financial metric for the Company (weighted 60%) and a unifying component (weighted 40%) aligned with Marriott’s growth metrics centered on the three key paths to win: Best Brands and Experiences, Most Loyal Members, and Be in More Places, with our people as the foundation of our strategy. The Company’s Adjusted EBITDA (as defined below and described in Exhibit A) was approximately $4.981 billion, which reflected above target level of performance, and the growth metrics component, which is evaluated on a quantitative and qualitative basis, paid out above target. As a result, the annual cash incentive program resulted in payout at 155% of target for each NEO for 2024. See “Annual Incentives” for additional details. |

  137. 2024 Compensation Highlights

    | • | Annual PSUs: For PSUs granted in 2024, performance factors included 2026 Adjusted EBITDA with a three-year relative Total Shareholder Return (TSR) modifier of up to +/-20% to further align awards with stockholder value. Annual PSUs granted in 2022 exceeded the 2024 Adjusted EBITDA maximum resulting in a payout of 150% of target, which was further modified by +20% as a result of the Company’s total shareholder return results which were at the 84th percentile relative to the performance peer group. This resulted in an overall payout of 180% of target. |

  138. Annual Incentives

    Annual Incentives To promote growth and profitability, the Company’s annual cash incentive program rewards executives for achieving pre-established financial and business operational targets that support long-term financial and operational success. In setting the target awards reflected in the table below under the annual cash incentive program, the Committee reviewed market data for each position and determined that the incentive amounts payable upon achievement of target performance levels would result in total cash compensation (base salary plus annual incentive) that would be at or near the 50th percentile of a broad-based and select group of companies described in the discussion of “Market Data” below.

  139. Annual Incentives

    | Name | Target Award as a % of Salary | | Anthony G. Capuano | 200 | | Kathleen K. Oberg | 100 | | William P. Brown | 100 | | Benjamin T. Breland | 100 | | Rena H. Reiss | 100 |

  140. Annual Incentives

    The annual cash incentive program performance factors are intended to establish high standards consistent with the Company’s quality goals, which are designed to be achievable, but not certain to be met. The Company believes that these factors are critical to achieving success within the hospitality and service industry. Awards under the 2024 Annual Incentive Plan were subject to achieving a threshold Adjusted EBITDA level; no awards could be earned unless the Company’s Adjusted EBITDA for the year equaled or exceeded $4.0 billion. Once this threshold was met, each NEO’s award was calculated based on the achievement of Adjusted EBITDA (weighted 60%) and both a quantitative and qualitative evaluation of goals aligned with Marriott’s strategic growth metrics centered on our three key paths to win: Best Brands and Experiences, Most Loyal Members, and Be in More Places, with our people as the foundation of our strategy (weighted 40%). These financial, operational and strategic goals are described more fully below.

  141. Annual Incentives

    | Financial Component (60% weighting) | | | | Performance Goal | Performance Target | Payout as a % of Target | | Company-wide Adjusted EBITDA(1)(2) | Less than $4.40 billion | 0% | | | $4.40 billion | 25% | | | $4.88 billion | 100% | | | $5.20 billion or greater | 200% |

  142. Annual Incentives

    | (1) If the achievement falls between stated Adjusted EBITDA performance levels, the payout percentage is interpolated between the corresponding incentive levels. |

  143. Annual Incentives

    | (2) Adjusted EBITDA under the Annual Incentive Plan is calculated as the non-GAAP measure that Marriott reports to investors as Adjusted EBITDA (as described in Exhibit A), subject to certain additional adjustments, if applicable for such year. There were no such additional adjustments for 2024. |

  144. Annual Incentives

    The Adjusted EBITDA performance targets were set at levels that would require significant year-over-year growth, approximately 5% and approximately 12% to achieve target and maximum performance, respectively.

  145. Annual Incentives

    | 2025 Proxy Statement | Marriott International, Inc. | 43 |

  146. Annual Incentives

    Marriott’s growth metrics are intended to measure progress against key Company-wide quantitative and qualitative business objectives for all NEOs. All of the goals in this component emphasize near-term and long-term actions critical to our continued success. Like Adjusted EBITDA, the below growth metrics were set at levels that would require year-over-year growth to achieve a target payout and would require significant effort from each NEO to drive the success of the business. In aggregate, the Committee determined that the growth metrics should account for 40% of the overall annual incentive plan given how critical they are to the Company’s success.

  147. Annual Incentives

    | Growth Metrics Component (40% weighting) | | | Our Associates are the Foundation | Most Loyal Members | | Achieve “Best Employer” leadership score | Grow active Marriott Bonvoy members |

  148. Annual Incentives

    | Best Brands & Experiences | Be in More Places | | Guest intent to recommend survey results | Achieve room growth targets |

  149. Annual Incentives

    In determining the growth metrics component payout level following year-end, the Committee considered the financial performance of the Company and took a holistic view of the Company’s achievement of the business objectives described above, as well as other accomplishments in the key areas as described in the table below, with no specific weightings applied to any objective or individual accomplishments.

  150. Annual Incentives

    | 2024 Accomplishments | | • Debuted MGM Collection with Marriott Bonvoy, which encompassed 17 destinations as of year-end 2024 • Exceeded goals as well as the “Best Employer” benchmark for the Company-wide associate leadership index survey • Made progress on strategic human capital objectives and our goal to make all stakeholders (including associates, guests, hotel owners, and suppliers) feel welcome and valued • Exceeded goals for guest satisfaction survey including intent to recommend and elite appreciation results improving over the prior year • Exceeded monthly active user goals for the Marriott Bonvoy app • Exceeded goals for Marriott Bonvoy loyalty program member engagement, enrollments, and net promoter scores • Successfully launched Business Access by Marriott Bonvoy™, a comprehensive online travel booking program designed as a direct channel for small- and medium-sized businesses • Signed a record of over 1,200 development deals with hotel owners and other counterparties — an average of over 3 deals a day — representing nearly 162,000 rooms globally • Achieved strong net rooms growth of 6.8% • Announced a long-term strategic licensing agreement with Sonder Holdings Inc., a leading global brand of premium, design-forward apartment-style accommodations adding approximately 9,000 rooms to our portfolio in 2024 and approximately 1,700 rooms to the development pipeline at year-end • Strengthened our presence in the high-growth affordable midscale segment by announcing the introduction of the City Express by Marriott brand in the U.S. and Canada • Made progress on our digital and technology transformation |

  151. Annual Incentives

    | 44 | Marriott International, Inc. | 2025 Proxy Statement |

  152. Annual Incentives

    | Select 2024 Company Awards and Recognitions | | | • World’s Best Workplaces 2024®, Great Place to Work®, Fortune • #8 on Fortune 100 Best Companies to Work For®, Great Place to Work®, Fortune • Best Workplaces for Millennials™/ Parents™/ Women™ in the U.S., Great Place to Work®, Fortune • PEOPLE Companies that Care® (U.S.), Great Place to Work®, PEOPLE • Best Workplace in Australia™/ Greater China™/ in Hong Kong™/ India™/ Nigeria™/ Middle East™/ Taiwan™, Great Place to Work® • Best Companies to Work For in Brazil™, Great Place to Work® • Best Workplaces for Women™/ Millennials™ in Greater China, Great Place to Work® • 2024 Best Workplaces for Saudi Nationals™, Great Place to Work® • UK’s Best Workplaces in Retail, Hospitality, & Leisure™, Great Place to Work® • Fair360 Hall of Fame Companies, Fair360 (previously DiversityInc) • Leading Disability Employer Seal, National Organization on Disability | • Best Places to Work for Disability Inclusion, named by Disability:IN • 50 Best Companies for Latinas to Work for in the U.S., LATINA Style • World’s Best Companies 2024/Best Brands 2024, TIME • Best Companies for Future Leaders 2025, TIME • The Most Trustworthy Companies in America 2024, Newsweek • America's Best Loyalty Programs/Best of the Best 2024, Newsweek • America’s Most Admired Workplaces 2025, Newsweek • World’s Most Trustworthy Companies 2024, Newsweek • America’s Most Responsible Companies, Newsweek • America’s Dream Employer 2025, Forbes • Worlds Most Admired Companies, Fortune • 2024 Fastest Growing Companies, Fortune • 2024 Fortune Sector Leaders, Fortune • 100 Best Corporate Citizens of 2024, 3BL Media |

  153. Annual Incentives

    The table below outlines the performance achieved and the aggregate actual payout approved by the Committee as a percentage of target under the 2024 Annual Incentive Plan.

  154. Annual Incentives

    | Company-wide Financial Component (60% of total bonus) | Growth Metrics Component (40% of total bonus) | Actual Payout as a Percent of Target | | 132% | 190% | 155% |

  155. Long-Term Incentive Awards

    Long-Term Incentive Awards Annual Stock Awards The Company annually grants equity compensation awards to the NEOs. The 2024 annual awards were granted pursuant to the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (“2023 Stock Plan” together with the Marriott International, Inc. Stock and Cash Incentive Plan, the “Stock Plans”). Such awards are designed to link NEO pay to long-term Company performance and to align the interests of NEOs with those of our stockholders. In setting target award values, the Committee considered external market data, individual performance, and internal pay equity considerations for each position, and determined that aggregate target award values for the NEOs as a group should generally result in total direct compensation (base salary plus target annual incentive plus target equity awards) that would be at or near the 50th percentile of a broad-based and select group of companies described in the discussion of “Market Data” below, with variation above or below the 50th percentile by individual to reflect strategic impact, internal pay equity, tenure, and individual performance. The target values of the awards granted to the NEOs in 2024 are set forth in the following table (amounts shown in the Summary Compensation Table reflect actual grant date fair value as determined in accordance with accounting guidance):

  156. Long-Term Incentive Awards

    | | 2024 Target Value of Annual Stock Awards ($) | | Anthony G. Capuano | 15,500,000 | | Kathleen K. Oberg | 4,350,000 | | William P. Brown | 3,100,000 | | Benjamin T. Breland | 3,100,000 | | Rena H. Reiss | 2,600,000 |

  157. Long-Term Incentive Awards

    | 2025 Proxy Statement | Marriott International, Inc. | 45 |

  158. Long-Term Incentive Awards

    Consistent with 2023, the NEOs’ annual stock awards for 2024 were granted in a mix of SARs, RSUs and PSUs for the President and CEO and the other NEOs as illustrated below: The key features of the 2024 awards were as follows:

  159. Long-Term Incentive Awards

    | Stock Appreciation Rights (SARs) | | • Vest in 1/3 annual increments over three years from the grant date generally subject to continued service with the Company; promotes retention and stock price performance as award value appreciates with the Company’s stock price and the awards are worthless if the stock price remains unchanged or decreases. • Upon exercise, entitles holder to a number of Class A shares equal to the number of SAR shares being exercised multiplied by the quotient of the market price per share at the time of exercise (the “Final Price”) less the grant price, divided by the Final Price; promotes alignment of NEO and stockholder interests. |

  160. Long-Term Incentive Awards

    | Restricted Stock Units (RSUs) | | • Vest in 1/3 annual increments over three years from the grant date, generally subject to continued service with the Company; promotes retention and alignment with stockholder interests as award value appreciates and depreciates with the Company’s stock price. |

  161. Long-Term Incentive Awards

    | 2024-2026 Performance Share Units (PSUs) | | • Earned after 3-year performance period generally subject to continued service and contingent on achieving 2026 Adjusted EBITDA performance targets. The 2026 Adjusted EBITDA metric under these PSU awards differs from the 2024 Adjusted EBITDA measure used for the Annual Incentive Plan, as such measures cover different performance time periods and support distinct strategic objectives. While the Annual Incentive Plan measure focuses on Marriott’s near-term profitability, these PSUs focus on Marriott’s longer-term profitability and success as a leader in the hospitality industry and further promote retention. • Subject to relative TSR modifier that adjusts payout level +/- 20% based on the Company’s relative three-year TSR measured against our Performance Peer Group (see “Market Data” below); further aligns NEO and stockholder interests. |

  162. Long-Term Incentive Awards

    Supplemental Stock Awards Supplemental stock awards are infrequent and are only considered in recognition of special performance, promotions, or assumption of additional responsibilities, to retain key talent, or as a sign-on employment inducement. The Committee did not make any supplemental stock awards to any NEO in 2024. Settlement of 2022-2024 PSU Grants

  163. Long-Term Incentive Awards

    | • | 2022-2024 Annual PSUs: In February 2025, the Committee certified the 2022-2024 PSU performance achievement at 180% of target based on the Company’s 2024 Adjusted EBITDA performance above maximum and three-year TSR at the 84th percentile of our performance peer group. Targets and Results are shown in the chart below. |

  164. Long-Term Incentive Awards

    | • | For purposes of the relative TSR metric, the 2022-2024 PSU plan had a performance peer group consisting of: Accor SA, Carnival Corporation & Plc, Choice Hotels International, Inc., Hilton Worldwide Holdings Inc., Hyatt Hotels Corporation, InterContinental Hotels Group PLC, Norwegian Cruise Line Holdings Ltd., Royal Caribbean Group, Wyndham Hotels & Resorts, Inc., Apple Hospitality REIT, Inc., Host Hotels & Resorts, Inc., Park Hotels & Resorts, Inc., Pebblebrook Hotel Trust, RLJ Lodging Trust, Caesars Entertainment, Inc., MGM Resorts International, Wynn Resorts, Limited, Booking Holdings Inc., and Expedia Group, Inc. |

  165. Long-Term Incentive Awards

    | 46 | Marriott International, Inc. | 2025 Proxy Statement |

  166. Long-Term Incentive Awards

    Performance Metrics

  167. Other Compensation

    Change in Control The Company provides limited, “double trigger” change in control benefits under the Stock Plans and the EDC upon an NEO’s qualifying termination of employment in connection with a change in control of the Company, as described below in the “Potential Payments Upon Termination or Change in Control” section. The Committee believes that, with these carefully structured benefits, the NEOs are better able to perform their duties with respect to any potential proposed corporate transaction without the influence of or distraction by concerns about their employment or financial status. In addition, the Committee believes that stockholder interests are protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions. The Company does not provide tax gross-ups on these benefits and limits the benefits under the Stock Plans to avoid certain change-in-control related adverse tax consequences to the Company. Specifically, the Stock Plans include a cut-back provision, so that the benefit will not be provided to the extent it would result in the loss of a tax deduction by the Company or imposition of excise taxes under the “golden parachute” excess parachute payment provisions of the Internal Revenue Code. The discussion of Potential Payments Upon Termination or Change in Control below includes a table that reflects the year-end intrinsic value of unvested stock awards and cash incentive payments that each current NEO employed as of year-end would receive if subject to an involuntary termination of employment in connection with a change in control. Compensation Process and Policies

  168. Custom Survey

    Custom Survey There are no other U.S. publicly-traded lodging companies similar to our size. Therefore, in consultation with the Compensation Consultant, the Committee selected appropriate comparator group companies from a broad universe of companies that compete with Marriott for executive talent, are of similar size in annual revenue or have a similar focus on marketing, consumers and brand image even if they do not compete directly in the lodging business. The Committee annually reviews the comparator group for potential changes (e.g., due to mergers and acquisition activity or changes in company size and business mix) but does not generally anticipate making significant changes every year, to allow for consistency and comparability of market data from year-to-year. During 2024, the Committee completed a comprehensive review of the comparator group and removed Wyndham Hotels & Resorts, Best Buy, the TJX Companies, and eBay and added Las Vegas Sands, Capital One Financial, and Uber Technologies. The Committee determined to make these changes so that the comparator group was better reflective of the Company’s size, industry, and companies that compete with Marriott for executive talent. The comparator group companies reviewed for 2024 are shown below along with select financial and non-financial metrics the Committee considered and Marriott’s percentile ranking on each of these metrics. The financial information reflects fiscal year-end data available as of March 1, 2025.

  169. Relative TSR Performance Peer Group

    Relative TSR Performance Peer Group As discussed above, the Committee believes that it is appropriate to focus on companies that are generally similar in size to our Company, but including a broader group of industries, when comparing compensation with market data. For TSR performance comparisons, however, the Committee believes that company size is less relevant than business focus within the lodging and hospitality industry. The performance peer group should effectively measure the Company’s performance relative to other companies whose businesses are similar and are subject to similar business cycles. The performance peer group of 20 companies for 2024 PSU grants was selected in February 2024 based on a review of the constituents of established industry indices: S&P 500 Hotels, Resorts, & Cruise Lines Index and the Bloomberg World Lodging Index, and a review of other public companies within the same industry classifications. Although this TSR performance peer group differs from the compensation peer group, there is an overlap of nine companies between the two groups, as indicated in the table below.

  170. Relative TSR Performance Peer Group

    | | FYE 2022 Revenues ($m)(1) | Market Capitalization ($m) as of 12/31/2023(1) | | Hotels, Resorts & Cruise Lines (stock ticker) | | | | Airbnb, Inc. (ABNB) | $8,399 | $93,303 | | Accor SA | 4,224(2) | 7,952(2) | | Carnival Corporation & plc (CCL)* | 12,168 | 21,658 | | Choice Hotels International, Inc. (CHH) | 1,402 | 6,032 | | Hilton Worldwide Holdings Inc. (HLT)* | 8,773 | 48,970 | | Hyatt Hotels Corporation (H)* | 5,891 | 13,240 | | InterContinental Hotels Group PLC (IHG) | 3,892 | 15,923 | | Norwegian Cruise Line Holdings Ltd. (NCLH) | 4,844 | 7,573 | | Royal Caribbean Cruises Ltd (RCL)* | 8,841 | 32,670 | | Wyndham Hotels & Resorts, Inc. (WH) | 1,498 | 6,465 | | Hotel & Resort REITs (stock ticker) | | | | Apple Hospitality REIT, Inc. (APLE) | 1,238 | 3,675 | | Host Hotels & Resorts, Inc. (HST) | 4,907 | 13,751 | | Park Hotels & Resorts Inc. (PK) | 2,501 | 3,167 | | Pebblebrook Hotel Trust (PEB) | 1,392 | 1,834 | | RLJ Lodging Trust (RLJ) | 1,194 | 3,622 | | Casinos & Gaming (stock ticker) | | | | Caesars Entertainment, Inc. (CZR)* | 10,821 | 9,463 | | MGM Resorts International (MGM)* | 13,127 | 14,814 | | Wynn Resorts, Limited (WYNN) | 3,757 | 10,665 | | Internet & Direct Marketing Retail (OTAs) (stock ticker) | | | | Booking Holdings Inc. (BKNG)* | 17,090 | 122,375 | | Expedia Group, Inc. (EXPE)* | 11,667 | 20,595 |

  171. Relative TSR Performance Peer Group

    | * Also a compensation peer group company. |

  172. Relative TSR Performance Peer Group

    | (1) Reflects values reviewed by the Committee when approving the peer group in February 2024. |

  173. Relative TSR Performance Peer Group

    | (2) Amounts shown for Accor SA are converted from Euros using a January 2024 F/X rate of .92208. |

  174. Relative TSR Performance Peer Group

    | 52 | Marriott International, Inc. | 2025 Proxy Statement |

  175. Relative TSR Performance Peer Group

    Risk Considerations The Committee considered risk in determining 2024 NEO compensation and believes that the following aspects of NEO pay discourage unreasonable or excessive risk-taking by executives:

  176. Relative TSR Performance Peer Group

    | • | Base salary levels are commensurate with the executives’ responsibilities (and the external market) so that the executives are not motivated to take excessive risks to achieve an appropriate level of personal financial security. |

  177. Relative TSR Performance Peer Group

    | • | Annual cash incentive program includes a diverse mix of Company performance metrics. |

  178. Relative TSR Performance Peer Group

    | • | Annual cash incentive opportunities are capped so that no payout exceeds a specified percentage of salary, thereby moderating the impact of short-term incentives. |

  179. Relative TSR Performance Peer Group

    | • | The Committee and the Board have discretion to decrease annual cash incentive payments, for example, if they believe the operational or financial results giving rise to those payouts are unsustainable or if they believe the payout would unfairly reward the NEOs for events that are unrelated to their performance. |

  180. Relative TSR Performance Peer Group

    | • | The mix of short-term and long-term incentives is balanced so that at least 50% of total pay opportunity is in the form of long-term equity awards. |

  181. Relative TSR Performance Peer Group

    | • | PSUs are subject to performance measures that reflect the strength of our brands and drive long-term financial and stock performance. |

  182. Relative TSR Performance Peer Group

    | • | Annual stock awards are generally granted as a mix of PSUs, RSUs, and SARs that generally vest over or after at least three years, which together encourage the NEOs to focus on sustained stock price performance. |

  183. Relative TSR Performance Peer Group

    | • | The Committee reviews and compares total compensation and each element of compensation to external market data to confirm that compensation is within an acceptable range relative to the external market, while also taking into consideration the Company’s relative performance. |

  184. Relative TSR Performance Peer Group

    | • | The NEOs are subject to mandatory clawback of excess incentive compensation in the event of a financial restatement due to material non-compliance with any financial reporting requirement under the federal securities laws. |

  185. Relative TSR Performance Peer Group

    | • | Stock ownership and retention requirements align the long-term interests of NEOs with the interests of stockholders. |

  186. Relative TSR Performance Peer Group

    | • | All associates, including the NEOs, and directors are prohibited from engaging in hedging or derivative transactions related to Marriott stock or securities. |

  187. Relative TSR Performance Peer Group

    | • | The NEOs (and all executive officers) are prohibited from holding Company stock in margin accounts and from pledging such stock as collateral for loans. |

  188. Relative TSR Performance Peer Group

    | 2025 Proxy Statement | Marriott International, Inc. | 53 |

  189. Relative TSR Performance Peer Group

    Executive Compensation Tables and Discussion Summary Compensation Table The following Summary Compensation Table presents the compensation we paid in fiscal years 2022, 2023 and 2024 to our President and CEO, our Chief Financial Officer, and our other three most highly compensated executive officers in 2024.

  190. Relative TSR Performance Peer Group

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | SAR Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Anthony G. Capuano President and Chief Executive Officer | 2024 | 1,400,001 | 0 | 11,599,254 | 3,875,173 | 4,338,254 | 0 | 721,411 | 21,934,093 | | | 2023 | 1,400,001 | 0 | 10,932,550 | 3,750,128 | 5,600,005 | 0 | 981,361 | 22,664,045 | | | 2022 | 1,300,000 | 0 | 9,193,155 | 3,125,029 | 4,992,000 | 4,340 | 100,569 | 18,715,093 | | Kathleen K. Oberg Chief Financial Officer and Executive Vice President, Development | 2024 | 975,000 | 0 | 3,004,299 | 1,305,017 | 1,510,641 | 0 | 50,626 | 6,845,583 | | | 2023 | 936,000 | 0 | 2,861,849 | 1,275,177 | 1,872,000 | 0 | 35,094 | 6,980,120 | | | 2022 | 900,000 | 0 | 2,369,733 | 1,050,135 | 1,728,000 | 8,039 | 33,490 | 6,089,397 | | William P. Brown Group President, United States and Canada | 2024 | 845,000 | 0 | 2,140,804 | 930,109 | 1,309,222 | 0 | 123,333 | 5,348,468 | | | 2023 | 809,999 | 0 | 2,020,216 | 900,146 | 1,619,998 | 0 | 116,345 | 5,466,704 | | | 2022 | 775,000 | 0 | 1,692,541 | 750,097 | 1,488,000 | 7,859 | 44,787 | 4,758,284 | | Benjamin T. Breland Chief Human Resources Officer and Executive Vice President, Global Operations Services(7) | 2024 | 760,001 | 0 | 2,197,968 | 930,147 | 1,177,527 | 0 | 131,264 | 5,196,907 | | | 2023 | 725,000 | 0 | 2,086,938 | 900,095 | 1,450,000 | 0 | 125,830 | 5,287,863 | | Rena H. Reiss Executive Vice President and General Counsel | 2024 | 775,000 | 0 | 1,795,603 | 780,146 | 1,200,766 | 0 | 72,564 | 4,624,079 | | | 2023 | 739,999 | 0 | 1,683,924 | 750,062 | 1,479,998 | 0 | 67,751 | 4,721,734 |

  191. Relative TSR Performance Peer Group

    | (2) Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date except for adjusting for expected performance of PSUs at each measurement date. |

  192. Relative TSR Performance Peer Group

    | (3) In accordance with SEC rules, the following adjustments were made to the Summary Compensation Table Total to determine the Compensation Actually Paid for 2024: |

  193. Pay Versus Performance

    Pay Versus Performance

  194. Pay Versus Performance

    | 64 | Marriott International, Inc. | 2025 Proxy Statement |

  195. Pay Versus Performance

    The most important financial performance measures used by the Company to link executive Compensation Actually Paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

  196. Pay Versus Performance

    | Adjusted EBITDA | Adjusted EBITDA is the primary metric in our Annual and Long-Term incentive plans | | Relative Total Stockholder Return | Relative TSR is a component of our Long-Term Incentive plan |

  197. Pay Versus Performance

    In addition to these financial performance measures, the Company views stock price as a key driver of value for all of our equity awards and in particular SARs, which have no value unless the stock price appreciates from the date of grant. We also align compensation with achievement of our key growth priorities as described further under “Compensation Discussion and Analysis – Annual Incentives” above.

  198. Pay Versus Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 65 |

  199. Pay Versus Performance

    Director Compensation Our director compensation program is reviewed annually. The Committee reviews annual director compensation at the 50th percentile of external market data, which includes surveys of similarly-sized, cross-industry companies, as well as a custom peer group of companies specifically selected by the Committee. This is the same compensation peer group the Committee reviews when setting NEO compensation. See “Market Data” above. The Committee believes, based on the advice of the Compensation Consultant, that this represents the appropriate reference against which our director compensation program should be assessed. To provide additional context, the Committee considers director compensation practices and historical financial, business and total stockholder return results of select competitors in the lodging industry. The Committee also reviews and considers the external view of various stakeholders such as stockholders and proxy advisors. In May 2024, following a review of the Company’s director compensation program under the above framework, as well as consultation with the Compensation Consultant, the Committee recommended, and the Board approved the compensation for non-employee directors (other than Mr. David Marriott), which was paid in the form of annual cash retainer fees and Non-Employee Director Deferred Share Awards under the 2023 Stock Plan, as follows:

  200. Pay Versus Performance

    | Type of Fee (all fees below are annual) | Amount of Fee ($) | | Board Retainer Fee | 100,000 | | Deferred Share Award | 200,000 | | Lead Independent Director Fee | 60,000 | | Audit Committee Chair Fee | 35,000 | | Other (Non-Audit) Committee Chair Fee | 25,000 | | Audit Committee Member Retainer Fee | 20,000 |

  201. Pay Versus Performance

    We typically pay retainer, chair and lead independent director cash fees on a quarterly basis. In accordance with established Company procedures, a director may make an advance election to defer payment of all or a portion of his or her director cash fees pursuant to the Stock Plans and/or the EDC (and the Company may make a discretionary matching contribution to the director’s EDC account, which is vested when made). Director cash fees that are deferred pursuant to the Stock Plans will be credited as stock units to the director’s stock unit account in the plan. As elected by the director, director cash fees that are credited to the director’s stock unit account as stock units may be distributed as an equal number of shares in a lump sum or in one to 10 annual installments following termination of service as a Board member. Additional stock units are credited to the director’s stock unit account to reflect any dividends paid on our Class A common stock in a number equal to (x) the per-share cash dividend amount multiplied by the number of stock units in the director’s account divided by (y) the average of the high and low prices of a share of our Class A common stock on the dividend payment date. Alternatively, a director may make an advance election to receive payment of all or any part of his or her director fees in the form of SARs having an equivalent grant date value. We grant director SARs with an exercise price equal to the grant date fair market value (the average of the high and low quoted prices of the Company stock on the grant date) and a 10-year term. The SARs are fully vested and become exercisable after one year or, if earlier, upon the director’s termination of service due to death or permanent disability. The Company grants Deferred Share Awards to directors following the Company’s annual meeting. Deferred Share Awards granted in 2024 vest, subject to continued service on the Board, and become nonforfeitable on a daily pro-rata basis over the term of office, which expires at the annual meeting following the grant date and are distributed in stock in a lump sum following the director’s separation from service, unless the director elects to have the award distributed on the one-year anniversary of the grant date or in one to 10 annual installments following separation from service. Directors make their elections in the year prior to grant of the award. Deferred Share Awards neither accrue dividend equivalents nor provide voting rights until the stock is distributed. In connection with Mr. Marriott’s election as the Chairman of the Board in May 2022, the Committee recommended, and the Board approved, an annual cash fee of $2,000,000 in lieu of the cash and equity fees and awards described above. As described elsewhere in this proxy statement, given the Marriott family’s iconic status in the hospitality industry and deep historical perspective on the Company and its mission, combined with Mr. Marriott’s extensive prior experience in a variety of senior roles at the Company, the Board determined that Mr. Marriott was uniquely qualified to serve as Chairman and that his service would provide a competitive advantage to

  202. Pay Versus Performance

    | 66 | Marriott International, Inc. | 2025 Proxy Statement |

  203. Pay Versus Performance

    the Company. In addition, the Board has assigned Mr. Marriott additional responsibilities, including representing the Company at both internal and external events to help further the Company’s strategic goals and to promote the Company’s business, brands, culture, values and goodwill. These responsibilities require significant time commitments, and as a result, the Board determined such responsibilities warrant the approved cash fee. Furthermore, given his significant Company shareholdings, the Board determined that Mr. Marriott’s interests were appropriately aligned with those of the Company’s stockholders, and that 100% cash-based compensation was appropriate. The Company reimburses directors for travel expenses, other out-of-pocket costs they incur when attending meetings and, for one meeting per year, attendance by spouses. To encourage our directors to experience and personally evaluate our portfolio of properties, the Company offers directors complimentary rooms, food and beverage, and certain other amenities and activities (such as spa and golf) while on personal travel at properties within the Company’s lodging portfolio. The Board believes that stock ownership by non-employee directors is essential for aligning their interests with those of our stockholders. To emphasize this principle, Board stock ownership guidelines require that each non-employee director own Company stock or vested stock units valued at three times the director’s combined annual cash and stock retainers, or roughly nine times the annual cash retainer, within five years of joining the Board. Directors are required to retain 50% of the net after-tax shares acquired under equity awards granted after becoming a director until they satisfy the required stock ownership levels. All non-employee directors who have served as directors of the Company for five years or more have met this goal. The following Director Compensation Table presents the compensation we paid in 2024 to our non-employee directors. As an officer, Mr. Capuano was not paid for his service as a director.

  204. Pay Versus Performance

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Isabella D. Goren | 135,000 | 200,010 | — | 22,892 | 357,902 | | Deborah M. Harrison | 100,000 | 200,010 | — | 24,404 | 324,414 | | Frederick A. Henderson | 205,000 | 200,010 | — | — | 405,010 | | Eric Hippeau(6) | 36,022 | — | — | 19,284 | 55,306 | | Lauren R. Hobart | 100,000 | 200,010 | — | 24,059 | 324,069 | | Debra L. Lee | 125,000 | 200,010 | — | 24,702 | 349,712 | | Aylwin B. Lewis | 145,000 | 200,010 | — | 19,429 | 364,439 | | David S. Marriott | 2,000,000 | — | — | 23,957 | 2,023,957 | | Margaret M. McCarthy | 145,000 | 200,010 | — | 19,965 | 364,975 | | Grant F. Reid | 120,000 | 200,010 | — | 71,948 | 391,958 | | Horacio D. Rozanski | 100,099 | 200,010 | — | 14,308 | 314,417 | | Susan C. Schwab | 100,000 | 200,010 | — | 16,158 | 316,168 |

  205. Pay Versus Performance

    | (1) This column includes any fees that the directors elected to defer as stock units to their stock unit accounts in the Stock Plans, and fees that were deferred pursuant to the EDC, as set forth below. As he had elected, Mr. Rozanski received a grant of SARs on May 13, 2024, in lieu of cash payment of his annual cash retainer. |

  206. Pay Versus Performance

    | (2) Each then serving non-employee director (other than Mr. Marriott) was granted a Deferred Share Award on May 13, 2024, covering 837 shares, that vests on a pro-rata basis over the course of the year following the grant date. In accordance with the Company’s equity compensation grant procedures, the awards were determined by dividing the target value of the Deferred Share Award by the average of the high and low prices of a share of the Company’s Class A common stock on the date the awards were granted, which was $238.96 per share. The amounts reported in the “Stock Awards” column reflect the grant date fair value of the award, determined in accordance with accounting guidance for share-based payments. |

  207. Pay Versus Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 67 |

  208. Pay Versus Performance

    | (3) The following table indicates the number of outstanding SARs, RSUs, and Deferred Share Awards and other deferred stock units (collectively, “DS”) held by each director at the end of 2024. This table also includes Marriott Vacations Worldwide (“MVW”) DS awards settled in shares of MVW stock, resulting from adjustments to the Company DS awards for the Company’s timeshare business spin-off in 2011. A portion of the DS awards held by Mr. Hippeau reflects Starwood awards, which, in connection with the Starwood combination in 2016, converted into awards settled in Marriott stock. This table does not reflect accrued dividend equivalents that are paid in cash upon settlement of the converted Starwood DS awards. |

  209. Pay Versus Performance

    | Name | Award Type | Number of Securities Underlying Unexercised Director Options/ SARs | | Number of Shares or Units of Stock That Have Not Vested (#) | Number of Shares or Units of Stock That Have Vested (#) | | | | Exercisable (#) | Unexercisable (#) | | | | Ms. Goren | DS | — | — | 303 | 2,788 | | Mrs. Harrison | DS | — | — | 303 | 1,826 | | Mr. Henderson | DS | — | — | 303 | 18,743 | | Mr. Hippeau | DS | — | — | — | 32,429 | | Ms. Hobart | DS | — | — | 303 | 1,677 | | Ms. Lee | DS | — | — | 303 | 34,111 | | | MVW DS | — | — | — | 1,704 | | Mr. Lewis | DS | — | — | 303 | 11,485 | | Mr. D. Marriott | DS | — | — | — | 1,224 | | | RSU | — | — | — | 1,320 | | Ms. McCarthy | DS | — | — | 303 | 7,449 | | Mr. Reid | DS | — | — | 303 | 1,677 | | Mr. Rozanski | SARs | 3,171 | 1,003 | — | — | | | DS | — | — | 303 | 4,012 | | Ms. Schwab | DS | — | — | 303 | 9,199 |

  210. Pay Versus Performance

    | (4) No earnings were credited to accounts in the EDC in 2024 at a rate of interest exceeding 120% of the applicable federal long-term rate, |

  211. Pay Versus Performance

    | (5) This column includes Company contributions to the EDC for fiscal year 2024 and perquisites and personal benefits, including Hotel Stay Benefits (as described on page 47). This column also includes the incremental costs associated with directors’ personal use of the Company’s corporate aircraft, which use is generally limited to extraordinary circumstances, except for Mr. David S. Marriott, who may use the corporate aircraft pursuant to his time sharing agreement. For Mr. Reid, $48,994 reflects the incremental cost of such aircraft usage incurred to address a personal emergency while attending a Company board meeting. Occasionally, Mr. Marriott is accompanied by his spouse or invited guest while on business travel, which typically results in no material incremental cost to the Company, and any costs associated with such travel are included in this column. The Company determines the incremental cost associated with personal use of the corporate aircraft by adding (i) the cost of fuel and other flight-specific expenses for the personal trip, or, in the case of a mixed personal and business trip, a percentage of the cost of such flight-specific expenses attributable to the percentage of personal flight hours for the trip, (ii) the product of the aircraft’s remaining variable operating costs per hour multiplied by the personal flight hours and the hours for any related deadhead flights, and (iii) an allocable portion of the Company’s cost to purchase aircraft carbon emissions offsets. The values in this column do not include perquisites and personal benefits that were less than $10,000 in aggregate for any director for the fiscal year. |

  212. Pay Versus Performance

    | (6) Mr. Hippeau retired from the Board on May 10, 2024 at the 2024 annual meeting. |

  213. Pay Versus Performance

    | 68 | Marriott International, Inc. | 2025 Proxy Statement |

  214. Pay Versus Performance

    Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information about the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2024.

  215. Pay Versus Performance

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options/SARs, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options/SARs, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in the first column) | | Equity compensation plans approved by stockholders | 3,699,914(1) | $147.27 | 14,266,682(2) | | Equity compensation plans not approved by stockholders | 137,789(3) | — | 0 | | Total | 3,837,703 | | 14,266,682 |

  216. Pay Versus Performance

    | (1) Includes 2,951,501 shares subject to outstanding PSUs, RSUs, deferred stock bonuses, and Deferred Share Awards granted under the Stock Plans, which are not included in the calculation of the Weighted-Average Exercise Price column. Includes 230,073 shares issuable at target under outstanding PSUs. |

  217. Pay Versus Performance

    | (2) Consists of 10,853,818 shares available for issuance under the 2023 Stock Plan and 3,412,864 shares available for issuance under the Company’s Employee Stock Purchase Plan. |

  218. Pay Versus Performance

    | (3) Represents shares subject to outstanding RSUs and deferred stock awards under the Starwood Hotels & Resorts Worldwide 2013 Long-Term Incentive Compensation Plan. |

  219. Pay Versus Performance

    The Company assumed the Starwood Hotels & Resorts Worldwide 2013 Long-Term Incentive Compensation Plan (the “Starwood LTIP”) in connection with the acquisition of Starwood. The Starwood LTIP authorized the award of stock options, SARs, restricted stock, RSUs, PSUs and other equity-based or equity-related awards to employees and consultants, except that awards could not be granted to any person who was an employee of the Company or its subsidiaries at the time of the acquisition. No shares remain available for issuance under the Starwood LTIP.

  220. Pay Versus Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 69 |

  221. Pay Versus Performance

    Stock Ownership of our Directors, Executive Officers and Certain Beneficial Owners The table below sets forth the beneficial ownership of Class A common stock by our current directors, our NEOs, and our current directors and executive officers as a group, as of March 1, 2025 (unless otherwise noted), as well as additional information about beneficial owners of more than 5% of the Company’s Class A common stock. Ownership consists of sole voting and sole investment power, except as indicated in the notes below, and except for shares registered in the name of children sharing the same household or subject to any community property laws. Unless otherwise noted, the current address for all greater than 5% beneficial owners is Marriott International, Inc., 7750 Wisconsin Avenue, Bethesda, Maryland 20814. Note on Various Marriott Family Holdings: SEC rules require reporting of beneficial ownership of certain shares by multiple parties, resulting in double-counting of some shares. After eliminating the double-counting of shares beneficially owned, J.W. Marriott, Jr., Deborah M. Harrison, and David S. Marriott together have an aggregate beneficial ownership of 13.08% of Marriott’s outstanding shares. The aggregate total beneficial ownership of J.W. Marriott, Jr., Deborah M. Harrison, David S. Marriott and each of the “Other ≥5% Beneficial Owners” shown below, except for The Vanguard Group and BlackRock, Inc., is 17.29% of outstanding shares after removing the double-counted shares. These individuals each disclaim beneficial ownership in excess of his or her pecuniary interest over shares owned by other members of the Marriott family and the entities named below except as specifically disclosed in the footnotes following the table below.

  222. Pay Versus Performance

    | Name | Shares Beneficially Owned | Percent of Class(1) | | Directors and Director Nominees: | | | | Anthony G. Capuano | 249,135(8) | * | | Isabella D. Goren | 3,091(7) | * | | Deborah Marriott Harrison | 27,133,279(3)(4)(6) | 9.83% | | Frederick A. Henderson | 19,046(7) | * | | Lauren R. Hobart | 1,980(7) | * | | Debra L. Lee | 35,525(7) | * | | Aylwin B. Lewis | 20,855(7) | * | | David S. Marriott | 27,469,764(3)(4)(14) | 9.95% | | Margaret M. McCarthy | 9,752(7) | * | | Grant F. Reid | 1,980(7) | * | | Horacio D. Rozanski | 5,557(7)(8) | * | | Susan C. Schwab | 14,072(7) | * | | Sean C. Tresvant | — | * | | Other Named Executive Officers: | | | | Kathleen K. Oberg | 23,744(8) | * | | William P. Brown | 18,157(8) | * | | Benjamin T. Breland | 30,198(8) | * | | Rena H. Reiss | 66,777(8) | * | | All Current Directors and Executive Officers as a Group: (23 persons) | 29,486,639(9) | 10.68% |

  223. Pay Versus Performance

    | 70 | Marriott International, Inc. | 2025 Proxy Statement |

  224. Pay Versus Performance

    | Name | Shares Beneficially Owned | Percent of Class(1) | | Other ≥5% Beneficial Owners: | | | | J.W. Marriott, Jr. | 32,480,196(2)(4)(5) | 11.76% | | Richard E. Marriott | 17,306,044(2)(11) | 6.27% | | John W. Marriott III | 23,197,797(4)(10) | 8.40% | | Juliana B. Marriott | 22,447,173(4)(12) | 8.13% | | Jennifer R. Jackson | 22,048,945(4)(13) | 7.98% | | Michelle Marriott Darmody | 22,133,198(4)(15) | 8.02% | | Juliana B. Marriott Marital Trust | 22,429,046(4)(16) | 8.12% | | Christopher T. Harrison | 22,131,138(4)(17) | 8.01% | | JWM Family Enterprises, Inc. | 22,027,118(4) | 7.98% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 20,978,577(18) | 7.60% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 15,212,482(19) | 5.51% |

  225. Pay Versus Performance

    | * Less than 1%. |

  226. Pay Versus Performance

    | (1) Based on the number of shares outstanding, 275,959,634 on March 1, 2025, plus the number of shares acquirable by the specified person(s) within 60 days of March 1, 2025, as described below. The underlying share amounts for SARs are all based on the $280.45 closing price of Marriott’s Class A Common Stock on February 28, 2025. |

  227. Pay Versus Performance

    | (2) Includes the following 6,356,179 shares that both J.W. Marriott, Jr. and his brother Richard E. Marriott report as beneficially owned: (a) 495,559 shares held by one trust for the benefit of David S. Marriott, for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-trustees; (b) 3,140,012 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., Richard E. Marriott, David S. Marriott, and Deborah M. Harrison serve as co-trustees; and (c) 2,720,608 shares held by a limited liability company for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-managers. |

  228. Pay Versus Performance

    | (3) Includes (a) 240,000 shares owned by trusts for the benefit of the grandchildren and more remote descendants of J.W. Marriott, Jr. via a limited liability company for which each of his children serves as a co-manager and reports as beneficially owned; and (b) 67,125 shares owned by The Bill and Donna Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., his spouse, Deborah M. Harrison, and David S. Marriott serve as co-trustees and each report as beneficially owned. |

  229. Pay Versus Performance

    | (4) Includes the following 22,027,118 shares that J.W. Marriott, Jr., his children John W. Marriott III, Deborah M. Harrison, and David S. Marriott, his daughter-in-law Juliana B. Marriott, his grandchildren Michelle Marriott Darmody, Jennifer R. Jackson and Christopher T. Harrison, the Juliana B. Marriott Marital Trust, and JWM Family Enterprises, Inc. each report as beneficially owned: (a) 7,549,619 shares held by JWM Family Enterprises, L.P, whose sole general partner is JWM Family Enterprises, Inc.; (b) 8,319,999 shares owned by Thomas Point Ventures, L.P., whose sole general partner is JWM Family Enterprises, Inc.; (c) 160,000 shares held by Terrapin Limited Holdings, LLC, whose sole member is JWM Family Enterprises, L.P.; (d) 117,500 shares held by Short North Limited Holdings, LLC, whose sole member is JWM Family Enterprises, L.P; (e) 3,000,000 shares owned by Penny Lane Limited Holdings, LLC, whose sole member is JWM Family Enterprises, L.P; (f) 1,840,000 shares owned by Anchorage Partners, L.P., whose sole general partner is JWM Family Enterprises, L.P.; (g) 160,000 shares owned by Bay Harbor Limited Holdings, LLC, whose sole member is Anchorage Partners, L.P.; and (h) 880,000 shares owned by 43 Degrees North Holdings, LLC, whose sole member is Thomas Point Ventures, L.P. The address for JWM Family Enterprises, Inc., a corporation in which J.W. Marriott, Jr., David S. Marriott, and three of J.W. Marriott, Jr.’s grandchildren (Michelle Marriott Darmody, Jennifer R. Jackson, and Christopher T. Harrison) are directors, is 9210 Corporate Blvd, Suite 335, Rockville, MD 20850. Affiliates of JWM Family Enterprises, Inc. have pledged 5,277,000 shares as collateral (or 1.91% of our Class A common stock outstanding as of March 1, 2025 (including shares acquirable within 60 days)). |

  230. Pay Versus Performance

    | (5) Includes the following 4,096,899 shares that J.W. Marriott, Jr. reports as beneficially owned, in addition to the shares referred to in footnotes (2) and (4): (a) 165,463 shares held in a 401(k) account for the benefit of J.W. Marriott, Jr.; (b) 2,565,547 shares held in a revocable trust for the benefit of J.W. Marriott, Jr., for which he is the sole trustee; (c) 285,883 shares held in a revocable trust for the benefit of J.W. Marriott, Jr.’s spouse, for which his spouse is the sole trustee (Mr. Marriott disclaims beneficial ownership of such shares); (d) 1,012,881 shares owned by separate trusts for the benefit of J.W. Marriott, Jr.’s children and grandchildren, for which his spouse serves as a co-trustee; and (e) 67,125 shares owned by The Bill and Donna Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., his spouse, Deborah M. Harrison, and David S. Marriott serve as co-trustees and each report as beneficially owned. |

  231. Pay Versus Performance

    | (6) Includes the following 4,799,036 shares that Deborah M. Harrison reports as beneficially owned in addition to the shares referred to in footnotes (3) and (4): (a) 37,065 shares held directly and 19,310 shares held in grantor trusts of which Deborah M. Harrison is the sole trustee; (b) 17,846 shares held directly by Deborah M. Harrison’s spouse (Mrs. Harrison disclaims beneficial ownership of such shares); (c) 15,878 shares held in trusts for the benefit of Deborah M. Harrison’s grandchildren, for which Deborah M. Harrison’s spouse serves as trustee; (d) 70,078 shares held in trusts for the benefit of Deborah M. Harrison’s children, for which Deborah M. Harrison serves as trustee; (e) 245,210 shares held in a trust for the benefit of Deborah M. Harrison’s descendants, for which Deborah M. Harrison serves as trustee; (f) 179,166 shares held by three trusts for the benefit of John W. Marriott III’s children, for which John W. Marriott III and Deborah M. Harrison serve as co-trustees; (g) 251,000 shares held by a life insurance trust for the benefit of J.W. Marriott, Jr., for which each of his children serve as trustees; (h) 34,920 shares held in a limited liability company of which Deborah M. Harrison is a manager; (i) 90,561 shares held in a limited liability company of which Deborah M. Harrison’s spouse is a manager; (j) 695,861 shares held in a trust for the benefit of Deborah M. Harrison, for which she serves as trustee; (k) 2,129 shares subject to non-employee director Deferred Share Awards, that were beneficially owned as of March 1, 2025; and (l) 3,140,012 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., Richard E. Marriott, David S. Marriott, and Deborah M. Harrison serve as co-trustees (referred to in footnote (2)(b)). Trusts of which Deborah M. Harrison is a trustee have pledged 48,327 shares as collateral. |

  232. Pay Versus Performance

    | (7) Includes the combined numbers of shares (a) subject to non-employee director Deferred Share Awards, and (b) in stock unit accounts of non-employee directors, and that were beneficially owned as of March 1, 2025, as follows: Ms. Goren: 3,091 shares; Mr. Henderson: 19,046 shares; Ms. Hobart: 1,980 shares; Ms. Lee: 34,414 shares; Mr. Lewis: 11,787 shares; Ms. McCarthy: 7,752 shares; Mr. Reid: 1,980 shares; Mr. Rozanski: 4,315 shares; and Ms. Schwab: 9,502 shares. |

  233. Pay Versus Performance

    | (8) Totals include shares subject to Options, PSUs, SARs and RSUs currently exercisable or exercisable within 60 days after March 1, 2025, as follows: Mr. Breland: 7,248 shares; Mr. Brown: 491 shares; Mr. Capuano: 111,149 shares; Ms. Oberg: 5,970 shares; Ms. Reiss: 42,044 shares; and Mr. Rozanski: 1,242 shares. |

  234. Pay Versus Performance

    | (9) The 3,140,012 shares referred to in footnote (2)(b), the 240,000 shares and 67,125 shares referred to in footnote (3)(a) and (b), and the 22,027,118 shares referred to in footnote (4) are reported as beneficially owned by each of Deborah M. Harrison and David S. Marriott but are included only once in reporting the number of shares owned by all directors, nominees and executive officers as a group. All current directors and executive officers as a group held 184,170 PSUs, SARs, and RSUs currently exercisable |

  235. Pay Versus Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 71 |

  236. Pay Versus Performance

    or exercisable within 60 days after March 1, 2025. All current directors and executive officers as a group, other than Deborah M. Harrison and David S. Marriott, beneficially owned an aggregate of 608,851 shares (including the PSUs, SARs, and RSUs currently exercisable or exercisable within 60 days after March 1, 2025 referred to above), or 0.22% of our Class A common stock outstanding as of March 1, 2025 (including shares acquirable within 60 days). No current director or executive officer beneficially owns any shares pledged as security as of March 1, 2025, other than as described in footnotes (4) and (6).

  237. Pay Versus Performance

    | (10) Includes the following 930,679 shares that John W. Marriott III reports as beneficially owned, in addition to the shares referred to in footnotes (3)(a) and (4): (a) 379,996 shares directly held; (b) 179,166 shares held by three trusts for the benefit of John W. Marriott III’s children, for which John W. Marriott III and Deborah M. Harrison serve as co-trustees (referred to in footnote (6)(f)); (c) 75,000 shares owned by a trust for the benefit of John W. Marriott III’s descendants, for which John W. Marriott III and David S. Marriott serve as co-trustees; (d) 251,000 shares held by a life insurance trust for the benefit of J.W. Marriott, Jr., for which each of his children serve as co-trustees (referred to in footnote (6)(g)); (e) 39,172 shares owned by the JWM III Family Foundation, a charitable foundation for which John W. Marriott III serves as sole director; and (f) 6,345 shares held in a 401(k) account for the benefit of John W. Marriott III. |

  238. Pay Versus Performance

    | (11) Includes the following 10,949,865 shares that Richard E. Marriott reports as beneficially owned, in addition to the 6,356,179 shares referred to in footnote (2): (a) 3,779,020 shares held directly and 1,387,214 shares held in grantor trusts of which Richard E. Marriott is the sole trustee; (b) 288,000 shares owned by Richard E. Marriott’s spouse (Mr. Marriott disclaims beneficial ownership of these shares); (c) 1,067,917 shares owned by three trusts for the benefit of Richard E. Marriott’s children, for which his spouse serves as a co-trustee; (d) 2,251,519 shares owned by First Media, L.P., a limited partnership whose general partner is a corporation in which Richard E. Marriott is the controlling voting stockholder; (e) 17,000 shares held by a trust established for the benefit of J.W. Marriott, Jr., for which Richard E. Marriott serves as trustee; (f) 131,132 shares owned by the Richard E. and Nancy P. Marriott Foundation, for which Richard E. Marriott and his spouse serve as directors and officers; and (g) 2,028,063 shares held by trusts for which Richard E. Marriott serves as trustee. Richard E. Marriott is the brother of J.W. Marriott, Jr. and is a former director and officer of the Company. His address is Host Hotels & Resorts, Inc., 4747 Bethesda Avenue, Suite 1300, Bethesda, Maryland 20814. |

  239. Pay Versus Performance

    | (12) In addition to the shares referred to in footnote (4), consists of 18,127 shares held directly by Juliana B. Marriott; and (b) 401,928 shares held directly by The Juliana B. Marriott Marital Trust, for which David S. Marriott and Juliana B. Marriott serves as trustees. Juliana B. Marriott’s address is JWM Family Enterprises, Inc., 9210 Corporate Blvd, Suite 335, Rockville, MD 20850. |

  240. Pay Versus Performance

    | (13) In addition to the shares referred to in footnote (4), consists of 11,661 shares held directly by Jennifer R. Jackson and 10,166 shares held in trusts for the benefit of Jennifer R. Jackson’s nieces and nephews, for which Jennifer R. Jackson’s spouse serves as trustee. Jennifer R. Jackson’s address is JWM Family Enterprises, Inc., 9210 Corporate Blvd, Suite 335, Rockville, MD 20850. |

  241. Pay Versus Performance

    | (14) In addition to the shares referred to in footnotes (3) and (4), consists of (a) 595,793 shares held directly by David S. Marriott; (b) 9,753 shares held by David S. Marriott’s spouse (Mr. Marriott disclaims beneficial ownership of such shares); (c) 85,076 shares held by four trusts for the benefit of David S. Marriott’s children, for which David S. Marriott serves as trustee; (d) 230,390 shares owned by a trust for the descendants of David S. Marriott, for which David S. Marriott serves as trustee; (e) 75,000 shares owned by a trust for which David S. Marriott serves as a trustee (referred to in footnote 10(c)); (f) 221,678 shares held in three trusts for the descendants of Stephen G. Marriott, for which David S. Marriott serves as a trustee; (g) 401,928 shares held by a trust for the benefit of Juliana B. Marriott, for which David S. Marriott serves as a trustee (referred to in footnote (12)(b)); (h) 123,667 shares held by four trusts for the benefit of David S. Marriott’s nieces, for which David S. Marriott serves as a trustee; (i) 251,000 shares owned by a life insurance trust, for which David S. Marriott serves as a trustee (referred to in footnote (6)(g)); (j) 1,224 shares subject to non-employee director Deferred Share Awards, that were beneficially owned as of March 1, 2025; and (k) 3,140,012 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable foundation, for which David S. Marriott serves as a trustee (referred to in footnote (2)(b)). Trusts of which David S. Marriott is a trustee or co-trustee have pledged 218,777 shares as collateral. |

  242. Pay Versus Performance

    | (15) In addition to the shares referred to in footnote (4), consists of (a) 105,624 shares held directly by Michelle Marriott Darmody; and (b) 456 shares held in trusts for the benefit of Michelle Marriott Darmody’s nieces, for which Michelle Marriott Darmody serves as sole trustee. Michelle Marriott Darmody’s address is JWM Family Enterprises, Inc., 9210 Corporate Blvd, Suite 335, Rockville, MD 20850. |

  243. Pay Versus Performance

    | (16) In addition to the shares referred to in footnote (4), consists of 401,928 shares held directly by The Juliana B. Marriott Marital Trust. The Juliana B. Marriott Marital Trust’s address is 9210 Corporate Blvd, Suite 335, Rockville, MD 20850. |

  244. Pay Versus Performance

    | (17) In addition to the shares referred to in footnote (4), consists of 104,020 shares held directly by Christopher T. Harrison. Christopher T. Harrison’s address is JWM Family Enterprises, Inc., 9210 Corporate Blvd, Suite 335, Rockville, MD 20850. |

  245. Pay Versus Performance

    | (18) Based on a review of a Schedule 13G/A report filed with the SEC on February 13, 2024, The Vanguard Group beneficially owned 20,978,577 shares as of December 29, 2023, with sole voting power as to 0 shares, shared voting power as to 331,963 shares, sole dispositive power as to 19,913,617 shares, and shared dispositive power as to 1,064,960 shares. Percent of class calculated based on the shares outstanding as of March 1, 2025, as described in footnote 1. |

  246. Pay Versus Performance

    | (19) Based on a review of a Schedule 13G/A report filed with the SEC on January 31, 2024, BlackRock, Inc. beneficially owned 15,212,482 shares as of December 31, 2023, with sole voting power as to 13,734,981 shares, shared voting power as to 0 shares, sole dispositive power as to 15,212,482 shares, and shared dispositive power as to 0 shares. Percent of class calculated based on the shares outstanding as of March 1, 2025, as described in footnote 1. |

  247. Pay Versus Performance

    Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act, requires the Company’s directors and executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (the “Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in the Class A common stock and other equity securities of the Company, generally within two business days of a reportable transaction. As a practical matter, the Company seeks to assist its directors and executives by monitoring transactions and completing and filing reports on their behalf. Based solely upon a review of SEC filings and written representations that no other reports were required, we believe that all Reporting Persons complied with these reporting requirements for fiscal year 2024, except for one late filing by David S. Marriott to report one transaction related to receipt of a gift of Class A common stock by his spouse; and one late filing by Deborah M. Harrison to report one transaction related to receipt of a gift of Class A common stock by her spouse and one transaction related to receipt of gifts of Class A common stock by trusts for which her spouse serves as trustee. The untimely reports were the result of administrative errors.

  248. Pay Versus Performance

    | 72 | Marriott International, Inc. | 2025 Proxy Statement |

  249. Pay Versus Performance

    Transactions with Related Persons JWM Family Enterprises, L.P. (“Family Enterprises”) is a Delaware limited partnership that is beneficially owned and controlled by Mr. J.W. Marriott, Jr., the Company’s Chairman Emeritus and former Executive Chairman and Chairman of the Board, and members of his family, including Mrs. Deborah M. Harrison (daughter of J.W. Marriott, Jr.), a member of the Company’s Board; and Mr. David S. Marriott (son of J.W. Marriott, Jr.), the Chairman of the Company’s Board. Family Enterprises indirectly holds (or held in 2024) ownership interests in 18 hotels that we operate pursuant to management agreements with entities controlled by Family Enterprises. We also provide procurement, renovation and/or technical services for some of these properties pursuant to contracts entered into with the ownership entities. We expect these types of arrangements to continue in 2025, and it is possible that Family Enterprises or entities affiliated with it will acquire interests in additional hotels operated or franchised by us. In 2024, we earned management fees of approximately $13.5 million, plus reimbursement of certain expenses, and procurement, renovation and/or technical services fees of approximately $123,000 from our operation of and provision of services for these hotels. We have no financial involvement in Family Enterprises or in any of these hotels, other than as described in this paragraph. Mr. Christopher Harrison (grandson of J.W. Marriott, Jr. and son of Mrs. Harrison) and Mr. Craig Ballard (son-in-law of Mrs. Harrison) hold ownership interests in Dauntless Capital Partners, LLC and its affiliates (“Dauntless”), a private equity firm dedicated to investments in the hospitality space. Entities affiliated with Dauntless hold (or held in 2024) varying interests in 10 Marriott-branded hotels: eight hotels that are currently subject to franchise agreements, and two hotels that we operate pursuant to management agreements with the hotel owner. We expect management and franchise arrangements for hotels owned by entities affiliated with Dauntless to continue through 2025. It is possible Dauntless or entities affiliated with it will acquire interests in additional hotels operated or franchised by us. In 2024 (or, for interests acquired or sold in 2024, between the time when the interests in the hotels were acquired and December 31, 2024 or between January 1, 2024 and the time the interests were sold), we earned approximately $5.9 million of management, franchise and other fees related to such properties, plus reimbursement of certain expenses. Mr. Harrison and Mr. Ballard also hold an aggregate two-thirds interest in Twin Bridges Hospitality LLC, which has advised us that it acts (or expects to act) as asset manager for 13 Marriott-branded hotels under agreements with the hotel owners, including most of the Marriott-branded hotels referred to in this paragraph. We are not a party to any of those asset management agreements. Other than the management or franchise arrangements described in this paragraph, we have no financial involvement in the hotels or investment entities described in this paragraph. Our Company was founded by Mr. J.W. Marriott, Jr.’s parents, and the Board believes that the involvement of Marriott family members in responsible positions of the Company makes a significant long-term contribution to the value of our corporate name and identity and to the maintenance of our reputation for providing quality products and services, reinforces the culture and core values that are the bedrock of our success, and promotes associate engagement and retention. In addition to Mr. David S. Marriott’s membership on the Board and role as Chairman of the Board and Mrs. Harrison’s membership on the Board and role as Global Cultural Ambassador Emeritus, the Company employs (or employed in 2024) other members of the Marriott family. From time to time, the Company may also employ family members of other directors or executive officers. The compensation levels of such family members are set based on reference to external market practice for similar positions and/or internal pay equity when compared to the compensation paid to non-family members in similar positions. Employed family members with total compensation for 2024 in excess of $120,000, which includes, to the extent applicable, base salary, bonus, the value of stock-based awards, and all other compensation, were Jennifer Decker Brown, Mr. Brown’s daughter-in-law, whose total 2024 compensation was $127,137 for her service as Manager, HR Technology; Matthew Harrison, Mrs. Harrison’s son and Mr. David Marriott’s nephew, whose total 2024 compensation was $234,059 for his service as a hotel general manager; and Robert Heitkamp, the brother-in-law of Drew L. Pinto, our Executive Vice President, Chief Revenue and Technology Officer, whose total 2024 compensation was $278,293 for his service as Senior Director, Digital Operations. No other employed family members’ total compensation for 2024 exceeded $120,000. The Company provides Mr. J.W. Marriott, Jr. with various non-business-related services. He reimbursed the Company for the cost of these services provided by Company associates in the amount of $430,955 for 2024. Mr. J.W. Marriott, Jr. and an affiliate of the Company entered into a non-exclusive aircraft time sharing agreement, dated September 20, 2018, which was most recently amended and restated effective November 7, 2024. The agreement permits him to compensate the Company for personal use of the Company’s aircraft, when not already committed for Company use. For flights under the time-sharing agreement, Mr. J.W. Marriott, Jr. compensates the Company based on a cost reimbursement methodology compliant with Federal Aviation Administration regulations. In 2024, these reimbursements totaled approximately $151,085. An affiliate of the Company has also entered into non-exclusive aircraft time sharing agreements with Mr. Capuano (effective May 3, 2022, amended and restated effective September 14, 2023) and Mr. David S. Marriott (effective February 9, 2023), respectively, which permit them to compensate the Company for personal use of the Company’s aircraft, when not already committed for Company use, based on a cost reimbursement methodology compliant with Federal Aviation Administration regulations. There were no reimbursements under Mr. Capuano’s and Mr. David Marriott’s time-sharing agreements in 2024. Additional information about Mr. Capuano’s use of the Company’s aircraft is included in the Executive Compensation section of this proxy statement.

  250. Pay Versus Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 73 |

  251. Pay Versus Performance

    Policy on Transactions and Arrangements with Related Persons The Company has adopted a written policy for approval of transactions and arrangements between the Company and the Company’s current and recent former directors, director nominees, current and recent former executive officers, greater than 5% stockholders, and their immediate family members where the amount involved exceeds $120,000. Each of the related person transactions described above is subject to, and has been approved or ratified under, this policy. The policy provides that the Audit Committee reviews certain transactions subject to the policy and determines whether or not to approve or ratify those transactions. In doing so, the Audit Committee takes into account, among other things, whether the transaction is on terms no less favorable to the Company than those of similar contemporaneous transactions, arrangements or relationships with unrelated third parties and the materiality of the related person’s interest in the transaction, arrangement or relationship. The policy also provides that, prior to Audit Committee review, the Company’s Corporate Growth Committee, an internal management committee whose members include the Company’s President and CEO and members of the Company’s senior management, approve all such transactions. The Audit Committee and the Corporate Growth Committee have considered and deemed approved certain limited categories of transactions with related persons. Information on such transactions is provided to the appropriate committee, as applicable, at regularly scheduled meetings. Transactions that have been deemed approved by the Audit Committee are limited to:

  252. Pay Versus Performance

    | • | provision of certain services in connection with lodging transactions with specified maximum dollar thresholds and where the Company’s Global Design Division has determined that the terms are no less favorable to the Company than those of similar agreements with unrelated third-party owners; |

  253. Pay Versus Performance

    | • | changes to certain lodging transactions, subject to specified maximum percentage of the value thresholds, that are consistent with general terms and conditions of transactions that the Audit Committee has previously approved; |

  254. Pay Versus Performance

    | • | ordinary course residence and similar sales or leases under any general program of sale or lease to third parties, if the price or rental paid is no lower than the lowest price or rental offered to third parties or to Marriott associates under Company-wide associate discount programs with respect to such property; |

  255. Pay Versus Performance

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

  256. Pay Versus Performance

    | • | certain transactions with other companies and certain charitable contributions in which the related persons’ interest or involvement is limited and, with respect to directors who otherwise are independent, is consistent with the independence criteria under both the Company’s Governance Principles and the Nasdaq corporate governance listing standards; |

  257. Pay Versus Performance

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

  258. Pay Versus Performance

    | • | non-lodging transactions involving less than $500,000 that are approved by a standing subcommittee of the Corporate Growth Committee or, if the transactions pose a conflict of interest for all members of the subcommittee, the President and CEO. |

  259. Pay Versus Performance

    Insider Trading Policies and Procedures The Company has adopted an insider trading policy and related procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and associates, as well as by the Company itself. The Company believes its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to the Company. The foregoing summary of the Company’s insider trading policy and procedures does not purport to be complete and is qualified by reference to the full text of the Marriott International, Inc. Securities Trading Policy (MIP-11), which is included as Exhibit 19 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  260. Pay Versus Performance

    | 74 | Marriott International, Inc. | 2025 Proxy Statement |

  261. Pay Versus Performance

    Questions and Answers About the Meeting 2025 Proxy Materials

  262. Pay Versus Performance

    | 1. | Why am I receiving these proxy materials? |

  263. Pay Versus Performance

    The enclosed proxy is solicited by the Board of the Company for the Annual Meeting to be held at 8:30 a.m. Eastern Time on Friday, May 9, 2025, or any adjournment or postponement thereof. The Board has made these materials available to you over the Internet or has delivered printed versions of these materials to you by mail, because you owned shares of the Company’s Class A common stock on March 12, 2025, the record date, and that entitles you to notice of, and to attend and vote at, the Annual Meeting. At our Annual Meeting, stockholders will act upon the matters described in the accompanying notice of meeting (the “Notice”). These actions include the items to be voted on as set forth in this proxy statement and any other matters that may properly be presented at the meeting. In addition, our management will respond to questions from stockholders.

  264. Pay Versus Performance

    | 2. | What are the items to be voted on, the Board’s recommendation regarding each item, and the vote required to approve each item? |

  265. Pay Versus Performance

    The table below summarizes each item to be voted on as set forth in this proxy statement, the Board’s recommendation regarding each item, the vote required to approve each item, and the effect of abstentions and broker non-votes on each item. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.

  266. Pay Versus Performance

    | Item | | Board Recommends | Vote Required | Effect of Abstention | Effect of Broker Non- Votes | See page | | 1. | Election of each of the 13 director nominees | FOR each of the 13 director nominees | Majority of the votes cast | None | None | 10 | | 2. | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025 | FOR | Affirmative vote of the holders of a majority of the shares of Class A common stock present in person or represented by proxy and entitled to vote on the item | Vote “AGAINST” | None | 10 | | 3. | Advisory vote to approve executive compensation | FOR | Affirmative vote of the holders of a majority of the shares of Class A common stock present in person or represented by proxy and entitled to vote on the item | Vote “AGAINST” | None | 11 |

  267. Pay Versus Performance

    In the election of directors, each director will be elected by a vote of the majority of the votes cast, which means each nominee must receive more “FOR” votes than “AGAINST” votes in order to be elected as a director. Instructions to “ABSTAIN” and broker non-votes will have no effect on the election of directors. For (i) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025 and (ii) the advisory vote to approve executive compensation, the affirmative vote of the holders of a majority of the shares of Class A common stock present in person or represented by proxy and entitled to vote on the items will be required for approval. Instructions to “ABSTAIN” with respect to these items will be counted for purposes of determining the number of shares represented and entitled to vote. Accordingly, an abstention on any of these items will have the effect of a vote “AGAINST” the item. Broker non-votes, if any, will not have any effect on the outcome of votes for these items.

  268. Pay Versus Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 75 |

  269. Pay Versus Performance

    Participating in the Annual Meeting

  270. Pay Versus Performance

    | 3. | Where is the Annual Meeting and why is Marriott holding a virtual meeting? |

  271. Pay Versus Performance

    This year’s Annual Meeting will be conducted virtually through a live audio webcast and online stockholder tools accessible via the Internet. We have adopted this format to provide greater accessibility to the Annual Meeting, encourage broader stockholder participation, and help reduce the costs to the Company and stockholders of planning, holding, and attending the Annual Meeting, while still allowing the Company to provide stockholders the same opportunities to participate as an in-person meeting. These proxy materials include instructions on how to access and participate in the virtual Annual Meeting and how you may vote your shares of Company Class A common stock before or during the Annual Meeting.

  272. Pay Versus Performance

    | 4. | Who can participate? |

  273. Pay Versus Performance

    All stockholders of record at the close of business on the record date, or their duly appointed proxies, may participate in the Annual Meeting.

  274. Pay Versus Performance

    | 5. | How can I attend the Annual Meeting? |

  275. Pay Versus Performance

    To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/MAR2025. Stockholders will need their unique control number, which appears on the proxy card (printed in the box and marked by the arrow), next to the label for postal mail recipients or within the body of the email sending the proxy statement. Stockholders whose shares are held beneficially through a brokerage firm, bank, trust or other similar organization are considered “beneficial owners” of shares held in street name. Beneficial owners whose shares are held in street name may also participate in the Annual Meeting. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access and participate in the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their broker, bank, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. The Annual Meeting will begin promptly at 8:30 a.m. Eastern Time on Friday, May 9, 2025. You may begin to log into the meeting platform approximately thirty minutes before the start.

  276. Pay Versus Performance

    | 6. | Who should stockholders contact if they have technical issues accessing the virtual Annual Meeting? |

  277. Pay Versus Performance

    We encourage stockholders to access the meeting platform prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.

  278. Pay Versus Performance

    | 7. | How can stockholders ask questions during the virtual meeting? |

  279. Pay Versus Performance

    As part of the Annual Meeting, we will hold a live question and answer session, during which we intend, time permitting, to answer all written questions pertinent to the Company and the meeting matters that are submitted before or during the meeting in accordance with the Annual Meeting’s Rules of Conduct, which will be posted on the Annual Meeting website. Stockholders may submit questions prior to the day of the meeting at www.proxyvote.com after logging in with their unique control number found on the proxy card (printed in the box and marked by the arrow), next to the label for postal mail recipients or within the body of the email sending the proxy statement. Questions may be submitted the day of or during the Annual Meeting through www.virtualshareholdermeeting.com/MAR2025. Questions and answers may be grouped by topic and substantially similar questions will be grouped and answered once. We reserve the right to edit or reject questions we deem profane or otherwise inappropriate. Voting Procedures

  280. Pay Versus Performance

    | 8. | Who is entitled to vote? |

  281. Pay Versus Performance

    Only stockholders of record at the close of business on the record date, March 12, 2025, are entitled to receive notice of and to attend and vote at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. Each outstanding share of the Company’s Class A common stock entitles its holder to cast ten votes on each matter to be voted upon.

  282. Pay Versus Performance

    | 76 | Marriott International, Inc. | 2025 Proxy Statement |

  283. Pay Versus Performance

    | 9. | How do I vote? |

  284. Pay Versus Performance

    Whether you are a stockholder of record or a beneficial owner whose shares are held in street name, you can vote in any one of four ways:

  285. Pay Versus Performance

    | | •Via the Internet in advance of the Annual Meeting. You may vote by submitting your proxy by visiting www.proxyvote.com and entering the control number found on your proxy card (printed in the box and marked by the arrow) next to the label for postal mail recipients or within the body of the email sending the proxy statement. | | | •By Telephone. You may vote by submitting your proxy by calling the toll-free number found on the proxy card or in the voting instruction form. | | | •By Mail. You may vote by submitting your proxy by mail by filling out the enclosed proxy card (if you are a stockholder of record) or voting instruction form (if you are a beneficial owner) and sending it back in the postage-paid envelope provided. | | | •Online During the Annual Meeting. If you are a stockholder of record and you plan to attend the Annual Meeting, you are encouraged to vote beforehand by Internet, telephone or mail. You also may vote at www.virtualshareholdermeeting.com/MAR2025 during the Annual Meeting. Have your unique control number available when you access the Annual Meeting website. |

  286. Pay Versus Performance

    Telephone and Internet voting is available through 11:59 p.m. Eastern Time on Thursday, May 8, 2025. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. The procedures, which are designed to comply with Delaware law, allow stockholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If you hold your shares in street name through a broker, bank, or other nominee, you may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that institution. Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. Abstentions occur when you provide voting instructions but instruct the broker to abstain from voting on a particular matter instead of voting for or against the matter.

  287. Pay Versus Performance

    | 10. | How do I vote my 401(k) shares? |

  288. Pay Versus Performance

    If you participate in the Marriott Retirement Savings Plan or the Marriott International, Inc. Puerto Rico Retirement Plan (the “Retirement Plans”), you may give voting instructions as to the number of share equivalents allocated to your account as of the record date. You may provide voting instructions to the trustee under the Retirement Plans by completing and returning the proxy card accompanying this proxy statement. The trustee will vote the number of shares equal to the share equivalents credited to your account in accordance with your duly executed instructions if they are received by 11:59 p.m. Eastern Time on Tuesday, May 6, 2025. If you do not send instructions by this deadline or if you do not vote by proxy, or if you return your proxy card with an unclear voting designation or no voting designation at all, the trustee will vote the number of shares equal to the share equivalents credited to your account in the same proportion that it votes shares for which it did receive timely instructions. Under the Retirement Plans, participants are “named fiduciaries” to the extent of their authority to direct the voting of shares held in their accounts and their proportionate share of undirected shares set forth in the preceding sentence.

  289. Pay Versus Performance

    | 11. | What shares are included on my proxy card(s)? |

  290. Pay Versus Performance

    The shares on your proxy card(s) represent ALL of your shares of Class A common stock that the Company’s stock transfer records indicate that you hold, including (i) any shares you may hold through the Computershare Investor Services Program for Marriott International, Inc. Stockholders administered by Computershare Investor Services; and (ii) if you are a participant in one of the Retirement Plans, any shares that may be held for your account by The Northern Trust Company as the plan’s custodian. Shares that you hold in street name through a broker, bank, or other nominee are not included on the proxy card(s) furnished by the Company, but the institution will provide you with a voting instruction form.

  291. Pay Versus Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 77 |

  292. Pay Versus Performance

    | 12. | How will my shares be voted? |

  293. Pay Versus Performance

    Your shares will be voted as you indicate on the proxy card. Except as indicated above with respect to shares held in the Retirement Plans, if you return your signed proxy card but do not mark the boxes indicating how you wish to vote, your shares will be voted FOR the election of each of the 13 director nominees; FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025; and FOR the advisory vote to approve executive compensation.

  294. Pay Versus Performance

    | 13. | What constitutes a quorum? |

  295. Pay Versus Performance

    The presence at the Annual Meeting, by participating in the virtual Annual Meeting or by proxy, of the holders of a majority of the shares of Class A common stock of the Company issued and outstanding on the record date and entitled to vote will constitute a quorum. A quorum is required for business to be conducted at the Annual Meeting. As of the March 12, 2025 record date, 275,372,787 shares of our Class A common stock were outstanding and entitled to vote. If you submit a properly executed proxy card, even if you abstain from voting, you will be considered part of the quorum. Similarly, “broker non-votes” (described above) will be counted in determining whether there is a quorum.

  296. Pay Versus Performance

    | 14. | Can I change my vote or revoke my proxy after I return my proxy card, or after I vote by telephone or electronically? |

  297. Pay Versus Performance

    Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the meeting. Regardless of the way in which you submitted your original proxy, you may change it by:

  298. Pay Versus Performance

    | (1) Returning a later-dated signed proxy card; |

  299. Pay Versus Performance

    | (2) Delivering a written notice of revocation to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 that is received before the polls close for voting at the Annual Meeting or any adjournment or postponement thereof; |

  300. Pay Versus Performance

    | (3) Voting by submitting your proxy by telephone or the Internet until 11:59 p.m. Eastern Time on May 8, 2025; or |

  301. Pay Versus Performance

    | (4) Attending the Annual Meeting and voting online as indicated above under “How do I vote?” |

  302. Pay Versus Performance

    If your shares are held in street name through a broker, bank, or other nominee, you will need to contact that institution if you wish to change your voting instructions in advance of the Annual Meeting. Alternatively, you may attend the Annual Meeting and vote online, as indicated above under “How do I vote?”

  303. Pay Versus Performance

    | 15. | Who will count the vote? |

  304. Pay Versus Performance

    Representatives of Broadridge Financial Solutions, Inc., our independent vote tabulation agency, will count the votes and act as the inspector of election.

  305. Pay Versus Performance

    | 16. | What does it mean if I receive more than one proxy card? |

  306. Pay Versus Performance

    If your shares are registered under different names or are held in more than one account, you may receive more than one proxy card. In order to vote all your shares, please sign and return all proxy cards, or if you choose, vote by submitting your proxy by telephone or through the Internet using the personal identification number printed on each proxy card. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent, Computershare Investor Services, at 1-800-311-4816.

  307. Pay Versus Performance

    | 17. | How will voting on any other business be conducted? |

  308. Pay Versus Performance

    Although we currently do not know of any business to be considered at the Annual Meeting other than the items described in this proxy statement, if any other business is properly presented at the Annual Meeting, your proxy gives authority to David S. Marriott and/or Anthony G. Capuano (with full power of substitution) to vote on such matters at their discretion.

  309. Pay Versus Performance

    | 78 | Marriott International, Inc. | 2025 Proxy Statement |

  310. Pay Versus Performance

    Other Matters

  311. Pay Versus Performance

    | 18. | When are stockholder proposals and nominations for the 2026 annual meeting of stockholders due? |

  312. Pay Versus Performance

    Rule 14a-8 Proposals. To be considered for inclusion in our proxy statement for the 2026 annual meeting of stockholders, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be received at our principal executive office no later than the close of business on November 27, 2025. Proposals must comply with Rule 14a-8 and must be submitted in writing to the Secretary, Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814. Advance Notice Proposals and Nominations. In addition, our Bylaws require that, if a stockholder desires to introduce a stockholder proposal, other than a nomination for the election of directors, at the 2026 annual meeting of stockholders, notice of such proposal must be delivered in writing to the Company’s Secretary at the above address no earlier than the close of business on January 9, 2026 and no later than the close of business on February 8, 2026. However, if the 2026 annual meeting of stockholders is more than 30 days before or more than 70 days after the anniversary date of this year’s Annual Meeting, the stockholder’s notice must be delivered no earlier than the close of business on the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the meeting date is first made by the Company. If a stockholder desires to nominate a director at the 2026 annual meeting of stockholders, our Bylaws require that notice of such nomination be delivered in writing to the Company’s Secretary at the above address no later than February 8, 2026. However, in the event that the 2026 annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of this year’s Annual Meeting, the stockholder’s notice must be so delivered no later than the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders. The notice of such written proposal or nomination must comply with our Bylaws. The chairman of the meeting may refuse to acknowledge or introduce any stockholder proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with our Bylaws. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19, the SEC’s universal proxy rule, no later than March 10, 2026 (or, if the 2026 annual meeting of stockholders is called for a date that is more than 30 days before or more than 30 days after such anniversary date, then notice must be provided not later than the close of business on the later of 60 calendar days prior to the 2026 annual meeting of stockholders or the 10th calendar day following the day on which public announcement of the 2026 annual meeting of stockholders is first made by the Company). The notice requirement under Rule 14a-19 is in addition to the applicable advance notice requirements under our Bylaws as described above. Proxy Access Nominations. If a stockholder or group of stockholders who meet the requirements set forth in our Bylaws wish(es) to nominate one or more director candidates to be included in the Company’s proxy statement for the 2026 annual meeting through the Company’s proxy access provision, the Company must receive proper written notice of the nomination no later than the close of business on the 120th day nor earlier than the 150th day before the first anniversary date of the date the definitive proxy statement was first released to stockholders in connection with this year’s Annual Meeting (i.e., between the close of business on October 28, 2025 and the close of business on November 27, 2025), and the nomination must otherwise comply with our Bylaws. However, in the event that the 2026 annual meeting of stockholders is more than 30 days before or after the anniversary of this year’s Annual Meeting, the stockholder’s notice must be delivered no earlier than the close of business on the 150th day prior to such annual meeting and no later than the close of business on the 120th day prior to such annual meeting or the 10th day following the date on which public announcement of the meeting date is first made by the Company. If a stockholder fails to meet these deadlines or satisfy the requirements of Rule 14a-4 under the Exchange Act, the proxies we solicit allow the named proxyholders, if a vote is taken, to vote on such proposals as they deem appropriate. You can find a copy of our Bylaws in the Investor Relations section of the Company’s website (www.Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters,” or you may obtain a copy by submitting a request to the Secretary, Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814.

  313. Pay Versus Performance

    | 19. | How much did this proxy solicitation cost, and who paid that cost? |

  314. Pay Versus Performance

    The Company paid for this proxy solicitation. We hired MacKenzie Partners, Inc. to assist in the distribution of proxy materials and solicitation of votes for an estimated fee of $19,500, plus reimbursement of certain out-of-pocket expenses. We also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Proxies will be solicited by mail, telephone, or other means of communication. Our directors, officers and regular associates who are not specifically employed for proxy solicitation purposes and who will not receive

  315. Pay Versus Performance

    | 2025 Proxy Statement | Marriott International, Inc. | 79 |

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    any additional compensation for such activities may also solicit proxies. If any stockholders need assistance voting their shares, please contact MacKenzie Partners, Inc. at 800-322-2885 (Toll Free), 212-929-5500 (Call Collect) or via email at proxy@mackenziepartners.com.

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    | 20. | Can I receive future stockholder communications electronically through the Internet? |

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    Yes. You may elect to receive future notices of meetings, proxy materials, and annual reports electronically through the Internet. If you have previously consented to electronic delivery, your consent will remain in effect until withdrawn. To consent to electronic delivery:

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    | • | If your shares are registered in your own name, and not in street name through a broker, bank, or other nominee, simply log in to the Internet site maintained by our transfer agent, Computershare Investor Services, at www.computershare.com/investor and the step-by-step instructions will prompt you through enrollment. |

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    | • | If your shares are held in street name through a broker, bank, or other nominee, you must first vote your shares using the Internet, at www.proxyvote.com, and immediately after voting, fill out the consent form that appears on-screen at the end of the Internet voting procedure. |

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    You may withdraw this consent at any time and resume receiving stockholder communications in print form.

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    | 80 | Marriott International, Inc. | 2025 Proxy Statement |

  323. Pay Versus Performance

    Householding The SEC allows us to deliver a single proxy statement and annual report to an address shared by two or more of our stockholders. This delivery method, referred to as “householding,” can result in significant cost savings for us, as well as reduce the environmental impact of printing and shipping these materials. In order to take advantage of this opportunity, the Company and banks and brokerage firms that hold your shares may deliver only one proxy statement and annual report or one Notice of Internet Availability to multiple stockholders who share an address unless one or more of the stockholders has provided contrary instructions. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement and annual report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and annual report, now or in the future, may obtain one, without charge, by addressing a request to the Secretary, Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814, or by calling (301) 380-5750. You may also obtain a copy of the proxy statement and annual report from the Company’s website (www.Marriott.com/Investor) by clicking on “SEC Filings.” Stockholders of record sharing an address who are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future should submit their request by contacting us in the same manner. If you are the beneficial owner, but not the record holder, of the Company’s shares and are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future, you will need to contact your broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future. Other Matters The Company’s management knows of no other matters that may be presented for consideration at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the persons named in the proxy intend to vote such proxy in accordance with their judgment on such matters. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held On May 9, 2025: The proxy statement and annual report to stockholders are available at www.proxyvote.com. Any stockholder who would like a copy of our 2024 Annual Report on Form 10-K may obtain one, without charge, by addressing a request to the Secretary, Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814. The Company’s copying costs will be charged if copies of exhibits to the Form 10-K are requested. You may also obtain a copy of the Form 10-K, including exhibits, from the Investor Relations portion of our website (www.Marriott.com/Investor) by clicking on “SEC Filings.” BY ORDER OF THE BOARD OF DIRECTORS, Andrew P.C. Wright Secretary

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    | 2025 Proxy Statement | Marriott International, Inc. | 81 |

  325. Pay Versus Performance

    Cautionary Statements This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include information related to our business plans; the expected continued growth of our business; new offerings and expected project openings; brand debuts in certain markets; statements regarding future changes to our Board of Directors, corporate governance practices, executive and director compensation programs, equity plan usage, people strategy; and other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts. We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including the risk factors that we describe in our Securities and Exchange Commission filings, including our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. Any of these factors could cause actual results to differ materially from the expectations we express or imply in this press release. All statements in this proxy statement are made as of March 27, 2025. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. References to our website or other links to our publications or other information are provided for the convenience of our stockholders. The information or data included on our websites or accessible at these links is not incorporated into, and will not be deemed to be a part of, this proxy statement or any of our other filings with the SEC.

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    | 82 | Marriott International, Inc. | 2025 Proxy Statement |

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    Exhibit A Non-GAAP Financial Measure In this proxy statement, we report Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), which is not required by, or presented in accordance with, United States generally accepted accounting principles (“GAAP”). Please be aware that this non-GAAP measure has limitations and should not be considered in isolation or as a substitute for net income or any other comparable operating measure prescribed by GAAP. In addition, we may calculate and/or present this non-GAAP financial measure differently than measures with the same or similar names that other companies report, and as a result, the non-GAAP measure we report may not be comparable to those reported by others. Adjusted EBITDA reflects net income excluding the impact of the following items: cost reimbursement revenue and reimbursed expenses, interest expense, depreciation and amortization, provision for income taxes, restructuring and merger-related charges, and stock-based compensation expense for all periods presented. When applicable, Adjusted EBITDA also excludes certain non-cash impairment charges and gains and losses on asset dispositions made by us or by our joint venture investees (if above a specified threshold). We believe that Adjusted EBITDA is a meaningful indicator of our operating performance because it permits period-over-period comparisons of our ongoing operations before these items. Our use of Adjusted EBITDA also facilitates comparison with results from other lodging companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provisions for income taxes can vary considerably among companies. Our Adjusted EBITDA also excludes depreciation and amortization expense, which we report under “Depreciation, amortization, and other” as well as depreciation and amortization classified in “Contract investment amortization,” “Reimbursed expenses,” and “Equity in earnings” of our Consolidated Statements of Income (our “Income Statements”), because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. Depreciation and amortization classified in “Reimbursed expenses” reflects depreciation and amortization of Marriott-owned assets, for which we receive cash from hotel owners and certain other counterparties to reimburse the Company for its investments made for the benefit of the system. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies. We exclude stock-based compensation expense in all periods presented to address the considerable variability among companies in recording compensation expense because companies use stock-based payment awards differently, both in the type and quantity of awards granted. We exclude restructuring and merger-related charges as well as non-cash impairment charges (if above a specified threshold) related to equity investments, which we record in the “Equity in earnings” caption of our Income Statements, to allow for period-over-period comparisons of our ongoing operations before the impact of these items. We exclude cost reimbursement revenue and reimbursed expenses, which relate to property-level and centralized programs and services that we operate for the benefit of our hotel owners and certain other counterparties. We do not operate these programs and services to generate a profit over the long term, and accordingly, when we recover the costs that we incur for these programs and services from our hotel owners and certain other counterparties, we do not seek a mark-up. For property-level services, we are typically reimbursed at the same time that we incur expenses. However, for centralized programs and services, we may be reimbursed before or after we incur expenses, causing timing differences between the costs we incur and the related reimbursement from hotel owners and certain other counterparties in our operating and net income. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Because we do not retain any such profits or losses over time, we exclude the net impact when evaluating period-over-period changes in our operating results. We use the term “hotel owners” throughout this Exhibit A to refer, collectively, to owners of hotels and other lodging offerings operating in our system pursuant to management agreements, franchise agreements, license agreements or similar arrangements. The term “hotel owners” excludes Homes & Villas by Marriott Bonvoy® (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection®.

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    | 2025 Proxy Statement | Marriott International, Inc. | A-1 |

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    The following table presents our reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

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    | | Full Year 2024 | Full Year 2023 | | ($ in millions) | | | | Net income, as reported | $2,375 | $3,083 | | Cost reimbursement revenue | (18,482) | (17,413) | | Reimbursed expenses | 18,799 | 17,424 | | Interest expense | 695 | 565 | | Interest expense from unconsolidated joint ventures | 8 | 6 | | Provision for income taxes | 776 | 295 | | Depreciation and amortization | 183 | 189 | | Contract investment amortization | 103 | 88 | | Depreciation and amortization classified in reimbursed expenses | 206 | 159 | | Depreciation, amortization, and impairments from unconsolidated joint ventures | 15 | 19 | | Stock-based compensation | 237 | 205 | | Restructuring and merger-related charges | 77 | 60 | | Gain on asset dispositions(1) | (11) | (24) | | Adjusted EBITDA | $4,981 | $4,656 |

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    | (1) Gain on asset dispositions reported in Gains and other income, net. |

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    | A-2 | Marriott International, Inc. | 2025 Proxy Statement |