Marriott International (MAR) Proxy filing summary

Executive summary

• Achieved strong financial results in 2025, with net income of $2.601 billion and Adjusted EBITDA of $5.383 billion, returning over $4 billion to stockholders through dividends and share repurchases.

• Expanded portfolio to over 9,800 properties in 145 countries, including the acquisition of citizenM and launch of new brands such as Series by Marriott and Outdoor Collection by Marriott Bonvoy.

• Marriott Bonvoy loyalty program grew to nearly 271 million members, with significant increases in member engagement and guest satisfaction.

• Continued investment in technology, digital transformation, and artificial intelligence to enhance guest and associate experiences.

Voting matters and shareholder proposals

• Stockholders will vote on the election of 12 director nominees, ratification of Ernst & Young LLP as independent auditor for 2026, and an advisory vote to approve executive compensation.

• Board recommends voting FOR all proposals, citing strong director qualifications, auditor performance, and alignment of executive compensation with long-term performance.

Board of directors and corporate governance

• Board consists of 12 nominees, 75% of whom are independent, with a mix of tenures and diverse backgrounds.

• Separate Chairman and CEO roles, with a Lead Independent Director providing additional oversight.

• Robust board refreshment process, with seven new directors in the last five years and annual board and committee evaluations.

• All key board committees are composed solely of independent directors.