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): December 3, 2012
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.) | ||
| 10400 Fernwood Road, Bethesda, Maryland | 20817 | |||
| (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)) |
| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 3, 2012, the Board of Directors (the “Board”) of Marriott International, Inc. (the “Company”), upon recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board to eleven (11) members and appointed W. Mitt Romney to the Board. There is no arrangement or understanding between Gov. Romney and any other person pursuant to which he was selected as a director. 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 Gov. Romney had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Gov. Romney will receive compensation as a non-employee director in accordance with the Company’s director compensation practices described in its 2012 Proxy Statement, filed with the Securities and Exchange Commission on March 30, 2012.
| ITEM 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibit is filed with this report: |
Exhibit 99 - Press release issued on December 3, 2012.
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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.
| MARRIOTT INTERNATIONAL, INC. | ||||||
| Date: December 3, 2012 | By: | /s/ Carl T. Berquist | ||||
| Carl T. Berquist | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99 | Press release issued on December 3, 2012. | |
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Exhibit 99
| CONTACT: | Tom Marder thomas.marder@marriott.com (301) 380-2553 |
Mitt Romney Rejoins Marriott International Board
Bethesda, Md., – December 3, 2012 – W. Mitt Romney has rejoined the board of directors of Marriott International, Inc. (NYSE: MAR), the company said. Gov. Romney, the 2012 Republican nominee for U.S. president, begins his board term today.
J.W. Marriott, Jr., the company’s executive chairman, said, “We are delighted that Gov. Romney has agreed to rejoin our board, on which he has served with distinction twice before. We will benefit from his tremendous energy and capability to guide long-term success in an increasingly complex business environment. We look forward to working closely with him again as a member of our strong, talented and diverse board.”
Arne Sorenson, Marriott’s president and chief executive officer, said, “Gov. Romney has proven to be an astute, independent director who is fluent in the demands and opportunities of our highly competitive industry. We are fortunate to have him back on our board.”
Gov. Romney said, “It is an honor to once again be able to serve in the company of leaders like Bill Marriott and Arne Sorenson and to support the work of the tens of thousands of Marriott associates who make Marriott International the renowned success that it is.”
Gov. Romney served previously on the Marriott International board from 1993 to 2002, when he left the board en route to being elected governor of Massachusetts, and from January 2009 to January 2011, when he resigned prior to his campaign for the U.S. presidency.
Marriott International, Inc. (NYSE: MAR) is a leading lodging company based in Bethesda, Maryland, USA with more than 3,700 properties in 74 countries and territories and reported revenues of over $12 billion in fiscal year 2011. The company operates and franchises hotels and licenses vacation ownership resorts under 18 brands. There are approximately 300,000 associates at headquarters, managed and franchised properties. Marriott is consistently recognized as a top employer and for its superior business operations, which it conducts based on five core values: put people first, pursue excellence, embrace change, act with integrity, and serve our world. For more information or reservations, please visit our website at www.marriott.com, and for the latest company news, visit www.marriottnewscenter.com.
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