MARRIOTT INTERNATIONAL INC /MD/ false 0001048286 0001048286 2025-01-17 2025-01-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2025

 

 

 

LOGO

MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware   1-13881   52-2055918

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7750 Wisconsin Avenue, Bethesda, Maryland   20814
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (301) 380-3000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Class A Common Stock, $0.01 par value   MAR   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 17, 2025, the Board of Directors (the “Board”) of Marriott International, Inc. (the “Company”), upon the recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board to thirteen (13) members and elected Sean Tresvant to the Board, effective February 12, 2025. Mr. Tresvant is expected to be included in the Company’s slate of nominees for election at the Company’s 2025 Annual Meeting of Stockholders.

There is no arrangement or understanding between Mr. Tresvant and any other persons pursuant to which he was selected as a director of the Company. Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Mr. Tresvant had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Mr. Tresvant will receive compensation as a non-employee director under our director compensation program in accordance with the Company’s director compensation practices described in its 2024 Proxy Statement, filed with the Securities and Exchange Commission on March 27, 2024.

 

Item 7.01.

Regulation FD Disclosure.

A copy of the Company’s press release announcing Mr. Tresvant’s election to the Board is furnished as Exhibit 99.

The information in this Item 7.01, including Exhibit 99, is being furnished and shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report:

 

99    Press release issued on January 21, 2025.
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 21, 2025     MARRIOTT INTERNATIONAL, INC.
    By:  

/s/ Rena Hozore Reiss

      Rena Hozore Reiss
      Executive Vice President and General Counsel

Exhibit 99

Marriott International Elects Sean Tresvant to Board of Directors

BETHESDA, MD, January, 21, 2025 – The board of directors of Marriott International, Inc. (NASDAQ: MAR) today announced the election of Sean Tresvant, Chief Executive Officer of Taco Bell Corp., a wholly owned subsidiary of Yum! Brands, Inc., as an independent director of the company, effective February 12, 2025. Mr. Tresvant is expected to be included in the company’s slate of nominees for election at its upcoming 2025 annual meeting of stockholders.

“We are thrilled to welcome Sean to Marriott’s board of directors,” said David Marriott, Chairman of the Board for Marriott International. “In his time at Taco Bell, Sean has overseen some of the company’s most innovative transformations. He expanded Taco Bell’s presence both domestically and internationally, raised brand awareness through successful initiatives like Taco Bell’s Taco Tuesday, and has grown the company’s in-store and digital sales while strengthening and deepening its brand loyalty and franchise network. Sean’s leadership has helped the company focus on continuous growth while keeping culture front of mind—taking care of associates, customers, franchisees, and the communities they serve. As Marriott focuses on innovating for the future, Sean will be a valuable addition to our board.”

As the CEO of Taco Bell, Mr. Tresvant drives growth strategies, franchise operations, and overall company performance. He is transforming the business and accelerating profitable growth while keeping social impact at the core of the brand. Mr. Tresvant also holds the position of Vice Chairman of the Taco Bell Foundation and is a founding member of the Black Executive CMO Alliance (BECA) where he advocates for opportunity and access for Black marketing professionals. Before joining Taco Bell, Mr. Tresvant spent over 15 years at Nike, culminating in the role of Chief Marketing Officer for the Jordan Brand. There, he was responsible for overseeing and setting the consumer journey and execution of brand campaigns, product marketing, creative collaborations, athlete sponsorships, and omni-channel marketplace design. He also held positions at Time Inc.’s Sports Illustrated brand and PepsiCo.

Born and raised in Seattle, Mr. Tresvant received his MBA from Seattle University and his BA and MA in Communications from Washington State University, where he also played basketball for the Cougars.

With the election of Mr. Tresvant, the Marriott International board will expand to 13 directors, 10 of whom are independent. The members of Marriott International’s board of directors will be:

 

   

David S. Marriott, Chairman of the Board; Former President, U.S. Full Service Managed by Marriott, Marriott International, Inc.

 

   

Anthony G. Capuano, President and Chief Executive Officer, Marriott International, Inc.

 

   

Isabella D. Goren, Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation


   

Deborah Marriott Harrison, Global Cultural Ambassador Emeritus, Marriott International, Inc.

 

   

Frederick A. Henderson, Marriott International’s Lead Director; Former Chairman and Chief Executive Officer, SunCoke Energy, Inc.

 

   

Lauren R. Hobart, President and Chief Executive Officer, DICK’S Sporting Goods

 

   

Debra L. Lee, Former Chairman and Chief Executive Officer, BET Networks

 

   

Aylwin B. Lewis, Former Chairman, President and Chief Executive Officer, Potbelly Corporation

 

   

Margaret M. McCarthy, Former Executive Vice President, CVS Health Corporation

 

   

Grant F. Reid, Former President and Chief Executive Officer, Mars, Incorporated

 

   

Horacio D. Rozanski, Chairman, Chief Executive Officer and President, Booz Allen Hamilton Inc.

 

   

Susan C. Schwab, Professor Emerita, University of Maryland and Former U.S. Trade Representative

 

   

Sean C. Tresvant, Chief Executive Officer, Taco Bell Corp.

NOTE ON FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of federal securities laws, including statements related to the anticipated benefits of the addition of Mr. Tresvant to the board; expected director nominees for election at the company’s upcoming 2025 annual meeting of stockholders; 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 U.S. 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. We make these forward-looking statements as of the date of this press release and undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

ABOUT MARRIOTT INTERNATIONAL, INC.

Marriott International, Inc. (NASDAQ: MAR) is based in Bethesda, Maryland, USA, and encompasses a portfolio of nearly 9,100 properties across more than 30 leading brands in 142 countries and territories. Marriott operates and franchises hotels and licenses vacation ownership resorts all around the world. The company offers Marriott Bonvoy®, its highly awarded travel program. For more information, please visit our website at www.marriott.com, and for the latest company news, visit www.marriottnewscenter.com. In addition, connect with us on Facebook and @MarriottIntl on X and Instagram.


Marriott encourages investors, the media, and others interested in the company to review and subscribe to the information Marriott posts on its investor relations website at www.marriott.com/investor or Marriott’s news center website at www.marriottnewscenter.com, which may be material. The contents of these websites are not incorporated by reference into this press release or any report or document Marriott files with the SEC, and any references to the websites are intended to be inactive textual references only.

IRPR#1

Media Contact

Christin Fernandez

(202) 853-6263

Christin.Fernandez@marriott.com

Investor Relations Contact

Jackie Burka McConagha

(301) 380-5126

Jackie.Burka@marriott.com

v3.24.4
Document and Entity Information
Jan. 17, 2025
Cover [Abstract]  
Entity Registrant Name MARRIOTT INTERNATIONAL INC /MD/
Amendment Flag false
Entity Central Index Key 0001048286
Document Type 8-K
Document Period End Date Jan. 17, 2025
Entity Incorporation State Country Code DE
Entity File Number 1-13881
Entity Tax Identification Number 52-2055918
Entity Address, Address Line One 7750 Wisconsin Avenue
Entity Address, City or Town Bethesda
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20814
City Area Code (301)
Local Phone Number 380-3000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, $0.01 par value
Trading Symbol MAR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

Marriott (NASDAQ:MAR)
過去 株価チャート
から 12 2024 まで 1 2025 Marriottのチャートをもっと見るにはこちらをクリック
Marriott (NASDAQ:MAR)
過去 株価チャート
から 1 2024 まで 1 2025 Marriottのチャートをもっと見るにはこちらをクリック