MARRIOTT INTERNATIONAL INC /MD/ 8-K

What Happened
Marriott International, Inc. filed an 8‑K reporting the results of its Annual Meeting of Stockholders held May 8, 2026 (the Proxy Statement was filed March 27, 2026). All 12 director nominees named in the proxy were elected. Stockholders also ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026 and approved the advisory resolution on the compensation of Marriott’s named executive officers.

Key Details

• All 12 director nominees were elected. Examples of vote totals: Anthony G. Capuano — FOR 2,026,616,509; Sean C. Tresvant — FOR 2,039,875,529. FOR votes among nominees ranged roughly from 1,989,748,256 to 2,039,875,529. There were 349,298,362 broker non‑votes reported for director elections.
• Auditor ratification (Ernst & Young LLP) passed: FOR 2,320,955,526; AGAINST 70,972,898; ABSTAIN 3,103,238.
• Advisory "say‑on‑pay" approval passed: FOR 1,895,785,665; AGAINST 143,344,423; ABSTAIN 6,603,212 (with 349,298,362 broker non‑votes).
• The Proxy Statement referenced in the vote results was filed with the SEC on March 27, 2026.

Why It Matters
These results confirm management and board continuity: the full slate of directors was returned to the board, and shareholders ratified the company’s auditor. The advisory approval of executive compensation indicates a majority of voting shareholders supported Marriott’s pay practices (note that the vote is non‑binding). Broker non‑votes on certain items show a sizable portion of shares held by brokers did not cast votes on those matters, which can affect vote totals in routine director and compensation matters. For investors, the filing documents governance outcomes that affect oversight, audit continuity, and executive pay disclosure.