SEC Filing | Marriott International

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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): 11/03/2005

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))

Information to be included in the report

Item 1.01. Entry into a Material Definitive Agreement

On October 21, 2005, the Company announced that director John W. Marriott III would leave his position as the Company's executive vice president - lodging in January 2006 and had accepted the position of Vice Chairman of the Company's Board of Directors. On November 3, 2005, the Board of Directors approved the annual compensation of the non-employee Vice Chairman of the Board to be 125 percent of the annual cash retainer (disregarding committee Chair retainers), attendance fees and annual stock award of the non-employee directors. As Vice Chairman, Mr. Marriott will become entitled to such compensation after he is no longer an officer of the Company. A summary of the terms of the Company's director compensation, reflecting the foregoing amendment and other, immaterial changes approved earlier in the year, is set forth in Exhibit 10 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

10 Summary of Marriott International, Inc. Director Compensation.

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: December 27, 2005	By:	/s/ Carl T. Berquist
		Carl T. Berquist
		Executive Vice President, Financial Information and Risk Management

Exhibit Index

Exhibit No.		Description
EX-10.		Summary of Marriott International, Inc. Director Compensation.

	Exhibit 10

Summary of Marriott International, Inc. Director Compensation

Non- Employee Directors
Cash Compensation

Annual Cash Retainer
	Vice Chairman	$75,000
	Other non-employee directors	$60,000

Attendance Fees (each Board, Committee or shareholders meeting)
	Vice Chairman	$1,562.50
	Other non-employee directors	$1,250

Annual Committee Cash Retainers:
	Chair of the Audit Committee	$20,000
	Chair of the Compensation Policy Committee	$10,000

Annual Cash Retainers are paid quarterly in cash and can be deferred or received in the form of Company stock units or stock options at the director's election under the Company's Executive Deferred Compensation Plan or 2002 Comprehensive Stock and Cash Incentive Plan. Attendance Fees are paid shortly after each meeting and can be deferred at the director's election.

Equity Compensation

Immediately before the annual meeting of shareholders each year, non-employee directors receive an annual award for a number of shares granted by the Board. Subject to the terms and limits in the 2002 Comprehensive Stock and Cash Incentive Plan, the market value of the awards will be $75,000 for the Vice Chairman and $60,000 for other non-employee directors.

Other Information

Non-employee directors' compensation is paid based on an annual period commencing with the annual shareholders meeting. The Company reimburses directors for travel expenses, other out-of-pocket costs they incur when they attend meetings and, for one meeting per year, attendance by spouses. To encourage our directors to visit and personally evaluate properties, the directors also receive complimentary rooms, food and beverages at Company-owned, operated or franchised hotels when on personal travel.

Employee Directors

Officers of the Company are not paid for their service as directors.

November 3, 2005

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