Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  03/03/2009
 
Marriott International, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-13881
 
Delaware
  
52-2055918
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
10400 Fernwood Road
Bethesda, MD 20817
(Address of principal executive offices, including zip code)
 
301-380-3000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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 March 3, 2009, the Board of Directors (the "Board") of Marriott International, Inc. (the "Company"), upon recommendation of the Board's Executive Committee, made the following executive officer appointments, effective May 1, 2009:

1)        William J. Shaw will become Vice Chairman of the Company and no longer serve as the Company's President and Chief Operating Officer;

2)        Arne M. Sorenson will become the Company's President and Chief Operating Officer and no longer serve as the Company's Executive Vice President and Chief Financial Officer; and

3)        Carl T. Berquist, the Company's current Executive Vice President, Financial Information and Enterprise Risk Management and Principal Accounting Officer, will become Chief Financial Officer. Mr. Berquist will retain his role as the Company's Principal Accounting Officer.

Bio graphical and other information on Messrs. Shaw, Sorenson and Berquist is set forth below:

Mr. Shaw, age 63, has served as President and Chief Operating Officer of the Company since 1997 (including service in the same capacity with the former Marriott International until March 1998). He joined Marriott Corporation in 1974, was elected Corporate Controller in 1979 and a Corporate Vice President in 1982. In 1986, Mr. Shaw was elected Senior Vice President-Finance and Treasurer of Marriott Corporation. He was appointed Chief Financial Officer and Executive Vice President of Marriott Corporation in 1988. In 1992, he was named President of the Marriott Service Group. He also serves on the Board of Trustees of the University of Notre Dame and on the NCAA Leadership Advisory Board. Mr. Shaw has served as a director of the Company since March 1997.

Mr. Sorenson, age 50, joined the Company in 1996 as Senior Vice President of Business Development. He was instrumental in our acquisition of the Renaissance Hotel Gro up in 1997. Prior to joining Marriott, he was a partner in the law firm of Latham & Watkins in Washington, D.C., where he played a key role in 1992 and 1993 in the distribution of Old MI by Marriott Corporation. Mr. Sorenson was appointed Executive Vice President and Chief Financial Officer in 1998 and assumed the additional title of President, Continental European Lodging, in January 2003. Mr. Sorenson serves on the Board of Regents of Luther College in Decorah, Iowa. He also serves on the Board of Directors of Wal-Mart Stores, Inc.

Mr. Berquist, age 57, joined the Company in December 2002 as Executive Vice President of Financial Information and Enterprise Risk Management. He also serves as Principal Accounting Officer of the Company. Prior to joining Marriott, Mr. Berquist was a partner at Arthur Andersen LLP, most recently as managing partner of the Mid-Atlantic region, which included five offices from Philadelphia, PA, to Richmond, VA. Mr. Berquist is a member of Penn State's Smeal Business School's B oard of Visitors and is a member of the board of Hertz Global Holdings, Inc.

A copy of the March 9, 2009 press release announcing the appointments of Messrs. Shaw, Sorenson and Berquist is filed as Exhibit 99.1 to this report.

 
 
Item 8.01.    Other Events
 
On March 9, 2009, the Company issued a press release announcing the completion of a sale of timeshare mortgage loans. A copy of that press release is filed as Exhibit 99.2 to this report.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d)         Exhibits. The following exhibits are filed with this report:

        Exhibit 99.1 - Executive Officer Appointments press release issued on March 9, 2009.

        Exhibit 99.2 - Note sale press release issued on March 9, 2009.
 

 

Signature(s)
 
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: March 09, 2009
     
By:
 
/s/    Carl T. Berquist

               
Carl T. Berquist
               
Executive Vice President, Financial Information and Enterprise Risk Management
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-99.1
  
Executive Officer Appointments press release issued on March 9, 2009.
EX-99.2
  
Note sale press release issued on March 9, 2009.
Marriott Corporate Letterhead Template

Exhibit 99.1

NEWS

CONTACT: Tom Marder

(301) 380-2553

thomas.marder@marriott.com

 

MARRIOTT INTERNATIONAL ANNOUNCES TOP EXECUTIVE MOVES
Steps Will Position Company To Expand Industry Leadership

BETHESDA, MD, March 9, 2009 - Marriott International, Inc. (NYSE: MAR) today is announcing significant new executive moves that it expects will position the company to expand its industry leadership and drive long-term profitability. 

Effective May 1, William J. Shaw, currently president and chief operating officer, will become vice chairman of the company, an executive position reporting to J.W. Marriott, Jr., chairman of the board and chief executive officer.   Mr. Shaw will continue to serve on the board of directors.  John Marriott III, chief executive officer of JWM Family Enterprises, L.P., a private partnership, will continue to serve as vice chairman of the board.   

Arne M. Sorenson, executive vice president, chief financial officer, and president, continental European lodging, will become president and chief operating officer of the company, reporting to Mr. Marriott.  

Carl T. Berquist, executive vice president financial information and enterprise risk management, will become executive vice president and chief financial officer, reporting to Mr. Shaw. Mr. Berquist will retain his role as the company's principal accounting officer.

In speaking to a meeting of associates at the company's headquarters, Mr. Marriott said, "The steps we are taking today are important and will put Marriott in the strongest position for a successful future. In these unprecedented times, the company is fortunate to have extraordinary executives who will expand our industry leadership and drive long term opportunity." 

"In his 34 years with Marriott, Bill Shaw has provided tremendous leadership, especially during the past 12 years as president and chief operating officer overseeing global operations across all of our brands," according to Mr. Marriott.  

"Bill has assembled a first rate management team, with expertise second-to-none in our industry.   In his new position, he will oversee our global finance and owner and franchise services areas, as well as architecture and construction and information resources, to support our continued global growth. Bill has managed through several recessions since he joined the company in 1974, and his wise financial judgment was, and continues to be, invaluable to the company.

"Since joining Marriott 12 years ago, Arne has rapidly emerged as one of the most effective senior executives in our industry. His success across a wide scope of disciplines uniquely positions him for this role in our company at a time when both the challenges and opportunities for growth are tremendous.

"Moving from the CFO position to president and chief operating officer, Arne will have an opportunity to build on his operations experience as president of continental European lodging," Mr. Marriott continued. "In his new role, he'll oversee the performance and growth of all of our brands and businesses throughout the world."   

Mr. Shaw has been pivotal in Marriott's rapid growth.  Since joining the company, he has held key financial, development and operating positions in the company before being appointed president and chief operating officer in 1997. Since then, he has overseen operations as Marriott expanded from 1,500 hotels and 300,000 rooms in 54 countries to nearly 3,200 hotels and 560,000 rooms in 66 countries.   Under Mr. Shaw the company has exited non-core businesses, protected hotel margins by deploying systems and technology to reduce costs, enhanced productivity and streamlined operations.  

Mr. Sorenson joined Marriott in 1996, and in 1997, led the acquisition of the Renaissance Hotels and Resorts brand. He was named chief financial officer in 1998. Under Mr. Sorenson's leadership as CFO, Marriott has recycled over $5 billion of capital through the sale of assets, repurchased over 250 million shares of the company's common stock, and strengthened the company's balance sheet, which has been instrumental in driving Marriott's unit growth. He also has dramatically improved the efficiency of company-wide finance systems and controls. In 2003, Mr. Sorenson assumed responsibility for continental European lodging, where he has managed operations across more than 100 hotels and spearheaded the launch of the Courtyard brand there.  

Mr. Berquist, who joined the company in December 2002, led an initiative to significantly expand effectiveness and transparency in financial analysis and reporting across the company. As CFO, he will oversee global finance, including financial reporting, project finance, financial planning, treasury, tax, audit, and risk management.

MARRIOTT INTERNATIONAL, Inc. (NYSE:MAR) is a leading lodging company with more than 3,100 lodging properties in 66 countries and territories.  Marriott International operates and franchises hotels under the Marriott, JW Marriott, The Ritz-Carlton, Renaissance, Residence Inn, Courtyard, TownePlace Suites, Fairfield Inn, SpringHill Suites and Bulgari brand names; develops and operates vacation ownership resorts under the Marriott Vacation Club, Horizons by Marriott Vacation Club, The Ritz-Carlton Club and Grand Residences by Marriott brands; operates Marriott Executive Apartments; provides furnished corporate housing through its Marriott ExecuStay division; and operates conference centers.  The company is headquartered in Bethesda, Maryland, USA and had approximately 146,000 employees at 2008 year-end.  It is recognized by BusinessWeek as one of the 100 best global brands , by FORTUNE® as one of the best companies to work for, and by the U.S. Environmental Protection Agency (EPA) as Partner of the Year since 2004.  In fiscal year 2008, Marriott International reported sales from continuing operations of nearly $13 billion.  For more information or reservations, please visit our web site at www.marriott.com.

IRPR #1

Marriott Corporate Letterhead Template

Exhibit 99.2

NEWS

CONTACT: Tom Marder

(301) 380-2553

thomas.marder@marriott.com

MARRIOTT COMPLETES SALE OF TIMESHARE LOANS

BETHESDA, MD, March 9, 2009 - Marriott International, Inc. (NYSE:MAR) today announced the completion of a private placement of approximately $205 million floating rate Timeshare Loan Backed Notes by Marriott Vacation Club Owner Trust 2009-1 with a commercial paper conduit administered by JPMorgan Chase Bank, NA. The floating rate will be swapped into a fixed rate of 9.87%. Marriott contributed approximately $284 million in timeshare mortgages to the Trust and retained a 28 percent residual interest in the trust. Cash flow from the trust will be paid entirely to the holder of the Notes for the next 12 to 24 months; thereafter, Marriott expects to begin receiving its return on its residual interest. Marriott expects that the amount of any gain or loss on the sale of the notes will be immaterial.

The notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws.

MARRIOTT INTERNATIONAL, Inc. (NYSE:MAR) is a leading lodging company with more than 3,100 lodging properties in 66 countries and territories.  Marriott International operates and franchises hotels under the Marriott, JW Marriott, The Ritz-Carlton, Renaissance, Residence Inn, Courtyard, TownePlace Suites, Fairfield Inn, SpringHill Suites and Bulgari brand names; develops and operates vacation ownership resorts under the Marriott Vacation Club, Horizons by Marriott Vacation Club, The Ritz-Carlton Club and Grand Residences by Marriott brands; operates Marriott Executive Apartments; provides furnished corporate housing through its Marriott ExecuStay division; and operates conference centers.  The company is headquartered in Bethesda, Maryland, USA and had approximately 146,000 employees at 2008 year-end.  It is recognized by BusinessWeek as one of the 100 best global brands , by FORTUNE® as one of the best companies to work for, and by the U.S. Environmental Protection Agency (EPA) as Partner of the Year since 2004.  In fiscal year 2008, Marriott International reported sales from continuing operations of nearly $13 billion.  For more information or reservations, please visit our web site at www.marriott.com.

IRPR#1