Marriott Vacations Worldwide Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Real Estate
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 2024 (May 10, 2024)
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(Exact name of registrant as specified in its charter)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 of this Current Report on Form 8-K, on May 10, 2024, Marriott Vacations Worldwide Corporation (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”), at which the Company’s stockholders approved the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “Amended Plan”), which was previously approved by the Company’s Board of Directors subject to stockholder approval. The Amended Plan extends the term of the Amended Plan through May 10, 2034, and increases the number of shares of common stock, par value $0.01 per share, available for grants of equity-based awards under the Amended Plan by 1,250,000 shares.
A summary of the Amended Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2024 (the “Definitive Proxy Statement”) in connection with the 2024 Annual Meeting, under the section entitled “Item 4 - Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan” of the Definitive Proxy Statement. The summary of the Amended Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 10, 2024, a total of 31,746,214 shares of the Company’s common stock (approximately 90% of all shares entitled to vote at the Annual Meeting) were represented, in person or by proxy. The following proposals were voted on and approved by the Company's stockholders at the Annual Meeting:
(1)The Company’s stockholders elected the four director nominees named in the Proxy Statement as directors with the following votes:
| Nominee | For | Withheld | Broker Non-Vote | |||||||||||||||||
| Lizanne Galbreath | 27,086,181 | 431,307 | 4,228,726 | |||||||||||||||||
| Mary E. Galligan | 27,295,685 | 221,803 | 4,228,726 | |||||||||||||||||
| Melquiades R. Martinez | 26,926,111 | 591,377 | 4,228,726 | |||||||||||||||||
| Stephen R. Quazzo | 26,990,227 | 527,261 | 4,228,726 | |||||||||||||||||
(2)The Company’s stockholders ratified the selection by the Company’s Audit Committee of Ernst & Young LLP as the Company’s independent auditors for the current fiscal year with the following votes:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 31,362,104 | 298,507 | 85,603 | — | |||||||||||||||||
(3)The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers with the following votes:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 26,768,223 | 641,591 | 107,674 | 4,228,726 | |||||||||||||||||
(4)The Company’s stockholders approved the Amended Plan with the following votes:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 16,689,476 | 10,721,575 | 106,437 | 4,228,726 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
*Management contract or compensatory plan or arrangement | ||||||||
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SIGNATURES
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.
| MARRIOTT VACATIONS WORLDWIDE CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Dated: | May 14, 2024 | By: | /s/ Jason P. Marino | ||||||||
| Name: | Jason P. Marino | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
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