2022 Proxy Final

2022
Proxy Statement
Notice of Annual Meeting of Stockholders
Friday, May 6, 2022
Letter from our Chairman and our Chief Executive Officer
LETTER FROM OUR CHAIRMAN AND OUR CHIEF EXECUTIVE OFFICER

Dear Stockholder:
We are incredibly proud of how our business performed in 2021 and how
our associates took care of the company, our guests and each other in the
face of ongoing challenges from the COVID-19 pandemic. The passion and
commitment of our associates is a testament to the resilience of our
company and our culture. We saw meaningful business recovery around
the world in 2021, and we are optimistic about the continued recovery of
global travel and the many growth opportunities ahead for Marriott.
We hope you can join our 2022 Annual Meeting of Stockholders on May 6,
2022, beginning at 12:00 p.m. Eastern Time. The meeting will be a virtual
meeting conducted via audio webcast. You can attend at
www.virtualshareholdermeeting.com/MAR2022 by using the 16-digit control
number that appears on your proxy card (printed in the box and marked by
the arrow) or in the instructions that accompanied your proxy materials.
2021 Business Highlights

In 2021, we made remarkable progress across our global portfolio. We believe this progress reflects the resilience of
travel, the strength of our brands, the benefits of our asset light business model, and our strong focus on cost
containment. Here are a few performance highlights from 2021:
• Worldwide revenue per available room (RevPAR)1 improved meaningfully during the year, progressing from down
59 percent in the first quarter of 2021 compared to the first quarter of 2019 to down only 19 percent in the fourth
quarter of 2021 compared to the same period in 2019. All regions experienced significant occupancy gains during
the year, with fourth quarter global occupancy reaching 58 percent. Global average daily rate (ADR) was down
only 2 percent in the fourth quarter of 2021 compared to pre-pandemic levels, an incredibly swift recovery.
• At the hotel level, we continued to work with owners and franchisees to lower costs, reduce breakeven occupancy
levels and drive cashflow. We are committed to delivering consistent and positive guest experiences while keeping
hotel operating costs down as occupancies continue to rebound.
• We have also been focused on carefully managing cash outlays at the corporate level. Our year-end liquidity
position of over $4.8 billion covers near-term debt maturities with significant cushion, and we made great progress
in improving our credit ratios during the year. Assuming the recovery continues largely as anticipated, we could be
in a position to restart some level of capital returns in the second half of 2022.
• Strengthening our valuable loyalty platform and engaging with our Marriott Bonvoy members has been a key area
of focus throughout the pandemic. Global membership in the program grew to over 160 million members at
year-end, and we delivered numerous enhancements for our members, including a redesigned mobile app,
expanded language capabilities on our website, and new ways to earn and redeem points.
• We added more than 86,000 gross rooms, a new company record, and achieved net rooms growth of 3.9 percent.
Our year-end global development pipeline totaled roughly 485,000 rooms. We remain focused on continuing to
grow our share of rooms globally. In 2021, around 15 percent of all global new build rooms opened under one of
our flags, and we had 18 percent of all global rooms under construction at the end of the year.
More than two years after COVID-19 first emerged, there are signs all around us that people are adapting to a “new
normal.” As travelers get back on the road, we are well-positioned to meet that demand and poised to further grow our
business.
Environmental, Social and Governance
The Board of Directors and our management team remain keenly focused on our social impact and sustainability
efforts. In June, as part of our diversity, equity, and inclusion efforts, we announced we were setting new internal
diversity goals for positions at the vice president level and above. The new targets aim to achieve global gender parity
in these positions by 2023, an acceleration of our prior timetable, and to increase the representation of people of color
in these positions in the U.S. to 25 percent by 2025. In July, we updated our Human Trafficking Awareness training,
1 All occupancy, ADR and RevPAR statistics are systemwide constant dollar and include hotels that have been temporarily closed due to
COVID-19. RevPAR and ADR comparisons between 2021 and 2019 reflect properties that are defined as comparable as of December 31,
2021, even if they were not open and operating for the full year 2019 or they did not meet all the other criteria for comparable in 2019.
Unless otherwise stated, all comparisons to 2019 are comparing the same time period in each year.
Letter from our Chairman and our Chief Executive Officer
which will be made widely available to the entire industry. More than 900,000 managed and franchised associates have
taken training in this area. In September, we pledged to set science-based emissions reduction targets in line with
1.5°C emissions scenarios. These efforts are part of our broader sustainability and social impact platform, called Serve
360: Doing Good in Every Direction, through which we aim to positively address some of the most pressing societal
issues of our time. As we weather the industry’s current challenges, we will continue to draw on our long history of
being a force for good in our communities.
We also know that our success is rooted in good governance. Our Board of Directors is actively engaged in the
company’s strategy, oversees our approach to environmental and social initiatives, and provides independent oversight
and valuable guidance that helps position us for success. The Board has long embraced diversity and board
refreshment – we have welcomed five new directors in the last three years – and we believe the diverse backgrounds,
experiences, skills, and tenure of our directors are fundamental to the effectiveness of our Board.
Embracing Change
It has been just over a year since the Board appointed long-time company veterans Anthony “Tony” Capuano as Chief
Executive Officer and Stephanie Linnartz as President following the tragic death of our beloved CEO and President,
Arne Sorenson. Under Tony’s and Stephanie’s leadership, we have built on Arne’s legacy and advanced our strategies
to grow the business, provide opportunities for our associates, maintain strong relationships with our owners and
franchisees, deliver safe and innovative experiences for our guests, and create long term value for our stockholders.
Tony and Stephanie are joined by a dedicated and experienced senior leadership team, many of whom have taken on
new or expanded responsibilities over the past 18 months.
Our annual meeting in May will mark another extraordinary change for Marriott International. J.W. Marriott, Jr. will retire
after more than 66 years of service with the company, including the last decade as our Executive Chairman.
Mr. Marriott is a visionary leader and industry icon who has stewarded the company in ways large and small since his
first full-time job with the company at the age of 14. The Board has named him Chairman Emeritus, and we are grateful
that he will remain close by as a mentor and a resource. Lawrence W. Kellner, who has served on the Board since
2002 and as our independent Lead Director since 2013, will also retire from the Board at the annual meeting. Larry has
made many significant contributions to the Board and its leadership, and he will be deeply missed.
Talented leaders who know our business and live our core values are poised to step into
these big shoes. The Board has elected David S. Marriott as its next Chairman, effective
after the annual meeting. As the grandson of our founders, the son of J.W. Marriott, Jr.,
and a long-time employee and executive of the company, David has extensive
operational and leadership experience and brings a deep historical perspective to the
Board. He stepped down as an employee of the company in April 2021 in connection
with joining the Board, allowing him to focus on leading the Board in fulfilling its
oversight and governance responsibilities and being a company ambassador as we
continue to grow around the world. In doing so, he will also continue the Marriott family’s
stewardship of the renowned culture and values that have fueled the company for more than 94 years. Joining David in
leading the Board will be Fritz Henderson, whom the independent directors have selected as the next independent
Lead Director. Fritz joined our Board in 2013 and, having served in numerous executive and board leadership roles at
other public companies throughout his career, will continue our Board’s tradition of engaged and truly impactful
independent leadership.
Closing Thought from Bill Marriott
When I look at the black-and-white photos of the small root beer stand that my young parents opened in 1927, and then
think about the company Marriott has become today, I am quite simply amazed. The company’s success is a testament
to the core values that have guided us for more than 94 years and the outstanding associates who live those values
every day in service of our guests. As a new generation of leaders takes the reins of Marriott, I know those values will
continue to guide them. They have my utmost confidence. There is an exciting road ahead for Marriott International.
Thank you for your continued support.
Sincerely,
J.W. Marriott, Jr. Anthony G. Capuano

Executive Chairman and Chairman of the Board Chief Executive Officer
WITH GREAT THANKS
TO A LIVING LEGEND
After more than 60 years of leadership, J.W. “Bill” Marriott, Jr. has confirmed to the
Board of Directors of Marriott International, Inc. that he plans to retire as Executive
Chairman in May 2022 and will not stand for re-election to the Board at the upcoming
Annual Meeting of Stockholders. In recognition of his leadership and significant contributions to
the Company, the Board formally designated him Chairman Emeritus, effective immediately following the upcoming
2022 Annual Meeting.
J.W. Marriott, Jr. guided what was once a family-run root beer stand and restaurant business to a global hospitality
company that is today comprised of 8,000 properties across 30 brands in 139 countries and territories. Mr. Marriott’s
love for the hospitality industry began at an early age. He spent his high school and college years working in a
variety of positions in the family’s Hot Shoppes restaurant chain. After a stint in the U.S. Navy in the mid 1950s, he
became a full-time associate in 1956, and soon afterward began overseeing the first Marriott hotel. He became
President of the Company in 1964 and Chief Executive Officer in 1972, a role he held for 40 years before stepping
down on March 31, 2012. He was elected Chairman of the Board in 1985.
A LOOK BACK
“Know What You’re Good At and Keep Improving”
Calculated risk taking is embedded in Mr. Marriott’s DNA. With no hotel
management experience, he took the reins of the Company’s first hotel –
the Twin Bridges Motor Hotel – in 1957. The second hotel opened two
years later and by 1969, the Company debuted its first international hotel
in Acapulco, Mexico.
In the early 1980s, Mr. Marriott launched ambitious plans to develop a

diverse portfolio of lodging brands under the Marriott umbrella, starting
with Courtyard by Marriott for business travelers in 1983 and JW Marriott,
a tribute to his father, in the luxury tier in 1984. In 1985, the New York
Marriott Marquis in Times Square opened its doors. Mr. Marriott gambled
that the run-down Manhattan neighborhood could be revitalized. Years
later, he would be lauded for kick-starting a renaissance that transformed
the historic area into an iconic tourist destination.
In the 1980s and 1990s, Mr. Marriott would continue his philosophy of 1972
“more” through strategic acquisitions – including extended stay Taking the reins as CEO from J. Willard
Residence Inn in 1987, the Renaissance Hotel Group in 1997 and The
Ritz-Carlton Hotel Company in 1998.
Mr. Marriott made another pivotal shift for the Company in the early
1990s when he moved Marriott away from hotel ownership and into hotel
management. The move positioned the Company to grow faster and
expand internationally, while staying asset-light.
The capstone of his career was the acquisition of Starwood Hotels &
Resorts Worldwide in 2016, which made Marriott International the world’s
largest hotel company.
1983
Launching Courtyard by Marriott
TAKE GOOD CARE OF YOUR ASSOCIATES AND THEY’LL TAKE GOOD CARE OF
YOUR CUSTOMERS AND YOUR CUSTOMERS WILL COME BACK AGAIN AND AGAIN
During his tenure, Mr. Marriott relied heavily on the culture established by his parents, J.W. and Alice
Marriott, when they founded the Company in 1927 with five core values: put people first, pursue excellence,
embrace change, act with integrity and serve our world.
Mr. Marriott is well known inside the Company for his hotel visits around the world, where he would inspect
properties and spend time talking with associates at every level of the business. He wanted to hear their
concerns, their ideas and their feedback.
He often said that when associates know that their problems will be taken seriously, that their ideas and
insights matter, they are more comfortable and confident, and in turn, better equipped to deliver their best on
the job. One of Mr. Marriott’s most important legacies will be his stewardship in preserving what he
considered Marriott’s secret to success – a Company culture that puts people first and creates opportunity
for all.
With our hearts full of deep gratitude, the associates of Marriott International
from around the world want to thank Bill Marriott for his incredible dedication
and lifetime of service. He paved the way and prepared us for the next chapter
and we will continue to be inspired by his favorite adage: “Success is Never
Final.”
Corporate Headquarters and Mailing Address ❖ 10400 Fernwood Road ❖ Bethesda, Maryland 20817
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Date and Time: Friday, May 6, 2022
12:00 p.m. Eastern Time
Virtual Meeting Access: www.virtualshareholdermeeting.com/MAR2022
How to Vote Your Shares in Advance of the Annual Meeting

(see pages 73 - 76 for details)
BY TELEPHONE VIA THE INTERNET BY MAIL

Signing, dating and mailing the
Using the Internet and voting at the enclosed proxy card or voting
Using the toll-free phone number listed on website listed on the proxy card or instruction form in the enclosed
the proxy card or voting instruction form voting instruction form postage-paid envelope
To Our Stockholders:
The 2022 annual meeting of stockholders (“Annual Meeting” or “2022 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,”
“Marriott,” or the “Company”) will be a virtual meeting held on May 6, 2022, beginning at 12:00 p.m. Eastern Time. Stockholders of record as of
the record date may join a live audio webcast at www.virtualshareholdermeeting.com/MAR2022. At the Annual Meeting, stockholders will act
on the following items:
1. Election of each of the 12 director nominees named in the proxy statement;
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year
2022;
3. An advisory vote to approve executive compensation;
4. Approval of the Marriott International, Inc. Employee Stock Purchase Plan;
5. A stockholder resolution requesting that the Board prepare a report on the economic and social costs and risks created by the Company’s
compensation and workforce practices;
6. A stockholder resolution regarding an independent Board chair policy;
7. Any other matters that may properly be presented at the Annual Meeting.
Record Date: Stockholders of record at the close of business on March 9, 2022, are entitled to notice of, to attend, and vote at, the Annual
Meeting.
How to Attend: Stockholders of record as of the record date may join the Annual Meeting at www.virtualshareholdermeeting.com/MAR2022
by entering the 16-digit control number that appears on your proxy card. If your shares are held in street name and your voting instruction form
indicates that you may vote those shares through the http://www.proxyvote.com website, then you may join the Annual Meeting with the
16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact
their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to join
the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy in advance by
one of the methods described above. You may also vote online during the Annual Meeting by following the instructions provided on the Annual
Meeting website. For more information, see pages 73 - 76.
Distribution Date: This proxy statement is first being made available to our stockholders on March 22, 2022.
Stockholder List: A list of stockholders of record entitled to vote at the Annual Meeting will be available electronically at
www.virtualshareholdermeeting.com/MAR2022 during the Annual Meeting.
For the convenience of our stockholders, proxies may be submitted by telephone, electronically through the Internet, or by completing, signing,
and returning the enclosed proxy card. In addition, stockholders may elect to receive future stockholder communications, including proxy
materials, through the Internet. Instructions for each of these options can be found in the enclosed materials.
By order of the Board of Directors,
Andrew P.C. Wright

Secretary
March 22, 2022
Table of Contents
TABLE OF CONTENTS
PROXY STATEMENT SUMMARY 1 Board Evaluation Process 34
Voting Matters and the Recommendations of the Risk Oversight 35
Board of Directors 1
Stockholder Communications with the Board 35
Our Director Nominees 2
Code of Ethics and Business Conduct Guide 35
Corporate Governance Highlights 3
AUDIT COMMITTEE REPORT AND
Executive Compensation Matters 4 INDEPENDENT AUDITOR FEES 36
ITEMS TO BE VOTED ON 7 Report of the Audit Committee 36
Item 1 – Election of Directors 7 Pre-Approval of Independent Auditor Fees and
Services Policy 36
Item 2 – Ratification of Appointment of Ernst &
Young LLP as the Company’s Independent Independent Registered Public Accounting Firm
Registered Public Accounting Firm for Fiscal Year Fee Disclosure 37
2022 7
EXECUTIVE AND DIRECTOR COMPENSATION 38
Item 3 – Advisory Vote to Approve Executive
Report of the Human Resources and
Compensation 8
Compensation Committee 38
Item 4 – Approval of Marriott International, Inc.
Compensation Discussion and Analysis 39
Employee Stock Purchase Plan 8
Executive Compensation Tables and Discussion 52
Item 5 – Stockholder Resolution Requesting the
Board Prepare a Report on the Economic and Director Compensation 62
Social Costs and Risks Created by the Company’s
Compensation and Workforce Practices 11 Securities Authorized for Issuance under Equity
Compensation Plans 66
Item 6 – Stockholder Resolution Regarding An
Independent Board Chair Policy 13 STOCK OWNERSHIP 67
CORPORATE GOVERNANCE 17 Stock Ownership of our Directors, Executive

Officers and Certain Beneficial Owners 67
Board Leadership Structure 17
Delinquent Section 16(a) Reports 69
Board Composition and Diversity 20
TRANSACTIONS WITH RELATED PERSONS 70
Board Skills and Experience 22
Policy on Transactions and Arrangements with
Selection of Director Nominees 23 Related Persons 71
Nominees to our Board of Directors 24 QUESTIONS AND ANSWERS ABOUT THE
Director Attendance 30 MEETING 73
Governance Principles 2022 Proxy Materials 73

30
Participating in the Annual Meeting 73
Director Independence 30
Voting Procedures 74
Committees of the Board 31
Other Matters 77
Compensation Committee Interlocks and Insider
Participation 34 HOUSEHOLDING 79
Meetings of Independent Directors 34 OTHER MATTERS 79
Exhibit A A-1
2022 Proxy Statement 1

Proxy Statement Summary
PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not
contain all information you should consider. Please read the entire proxy statement carefully before voting.
Voting Matters and the Recommendations of the Board of Directors (the “Board”)
Board Reasons for See
Item recommends recommendation page
The Board and its Nominating and Corporate
Governance Committee believe the 12 director
1. Election of Directors ✓ nominees each possess the skills, experience, and
7
FOR background to effectively monitor performance,
provide oversight, and advise management on the
Company’s long-term strategy.
Ratification of Based on the Audit Committee’s assessment of
appointment of Ernst & Ernst & Young LLP’s qualifications and performance,
Young LLP as the the Board believes retaining Ernst & Young LLP for
2. Company’s independent ✓ fiscal year 2022 is in the best interests of the 8
registered public FOR
Company and its stockholders.
accounting firm for fiscal
year 2022
The Board believes that the Company’s current
executive compensation program achieves an
appropriate balance of long- and short-term
3.
Advisory vote to approve ✓ performance incentives, reinforces the link between 8
executive compensation FOR executive pay and the Company’s long-term
performance and stock value, and thereby aligns the
interests of our Named Executive Officers (“NEOs”)
with those of our stockholders.
The Board believes that the Company’s interests are
best advanced by aligning stockholder and employee
Approval of the Marriott interests. The ESPP is intended to provide the
4.
International, Inc. ✓ Company’s eligible employees with an opportunity to
9
Employee Stock FOR participate in the Company’s success by allowing
Purchase Plan them to acquire an ownership interest in the
Company through periodic payroll deductions that
will be applied towards the purchase of shares of our
common stock at a discount from the market price.
Stockholder resolution The Board believes that the requested report is not
requesting a report on needed, is not in the best interests of stockholders,
the economic and social and is not an appropriate use of Company resources.
X
5. costs and risks of the The Company is committed to diversity, equity, and 11
AGAINST
Company’s inclusion, and the Board believes the Company’s
compensation and compensation policies and practices are equitable
workforce practices and reflect competitive pay for performance.
The Board believes that its current leadership
structure has contributed to the success of the
Stockholder resolution Company and provides a unique advantage to the
X Board and the Company. The Board has separated
regarding an
6. AGAINST the roles of Chairman and CEO since 2012 and 13
independent Board chair
policy maintained an independent Lead Director since
2013. The Board believes this structure is consistent
with current best practices and continues to be in the
best interests of Marriott’s stockholders.

Our Director Nominees

See “Corporate Governance – Nominees to our Board of Directors” for more information.
The following table provides summary information about each director nominee. Each director is elected annually by a
majority of votes cast. Unless otherwise specified, committee membership and board leadership roles reflected in this
table and discussed elsewhere in this proxy statement refer to the anticipated committee composition and leadership
roles as of the conclusion of the Annual Meeting, assuming the respective director nominees are re-elected to the
Board at the Annual Meeting.
Committee memberships
Name Director
Occupation Age* since Independent AC HRCC NCGC ISIC TISOC EC
David S. Marriott
Chairman of the Board-Elect, Marriott International, 48 2021 No M C
Inc.
Anthony G. Capuano 56 2021 No M M
Chief Executive Officer, Marriott International, Inc.
Isabella D. Goren C
Former Chief Financial Officer, 62 2022 Yes
American Airlines, Inc. and AMR Corporation F
Deborah Marriott Harrison
Global Cultural Ambassador Emeritus, 65 2014 No M
Marriott International, Inc.
Frederick A. Henderson (Lead Director-Elect)
Former Chairman and Chief Executive Officer, 63 2013 Yes F C M
SunCoke Energy, Inc.
Eric Hippeau 70 2016 Yes M M
Managing Partner, Lerer Hippeau
Debra L. Lee
Former Chairman and Chief Executive Officer, BET 67 2004 Yes M C M
Networks
Aylwin B. Lewis
Former Chairman, Chief Executive Officer and 67 2016 Yes F C M
President, Potbelly Corporation
Margaret M. McCarthy
Former Executive Vice President, CVS Health 68 2019 Yes M C
Corporation
George Muñoz 71 2002 Yes M
Principal, Muñoz Investment Banking Group, LLC
Horacio D. Rozanski
President and Chief Executive Officer, Booz Allen 54 2021 Yes M M
Hamilton Inc.
Susan C. Schwab
Professor Emerita, University of Maryland School of 67 2015 Yes M M
Public Policy
AC: Audit Committee

HRCC: Human Resources and Compensation Committee
NCGC: Nominating and Corporate Governance Committee C Chair M Member F Financial Expert
ISIC: Inclusion and Social Impact Committee and Member
TISOC: Technology and Information Security Oversight
Committee
EC: Executive Committee
* Ages as of May 6, 2022.
2 Marriott International, Inc.

Corporate Governance Highlights

See “Corporate Governance” for more information.
Independent Board and Progressive stockholder rights

Board committees
• Majority vote in uncontested director elections
• Chairman and CEO positions separate since
• Annual director elections
2012; independent Lead Director position
established in 2013 • Market standard proxy access right for
stockholders
• Nine of 12 director nominees are independent
• Confidential voting policy
• All Audit, Human Resources and Compensation,
Nominating and Corporate Governance, and
Technology and Information Security Oversight
committee members are independent
Commitment to Board refreshment
• Annual Board and committee evaluations
The Board has established a comprehensive Board
• Mandatory retirement age of 72 for directors refreshment process to ensure that the skills,
• Robust director orientation and availability of qualifications, and diversity of perspectives on our
continuing education programs for directors Board are consistent with the needs of the business
and that our Board reflects a balance of new and
• All Audit Committee members are financially long-term perspectives. Five of our 12 nominees
literate, and three out of four members are audit joined the Board in 2019 or later, including three
committee financial experts independent members.
• Our Human Resources and Compensation
Committee uses an independent compensation
consultant
Strong stockholder support on
say-on-pay
Active stockholder engagement At the Company’s 2021 annual meeting,

stockholders again expressed substantial support
During fiscal year 2021, we met with investors from for the compensation of our NEOs with over
around 270 institutions in individual and group 97 percent of the votes cast for approval of the
investor meetings and at conferences. These “say-on-pay” advisory proposal relating to our 2020
investors represent a majority of our institutional NEO compensation.
investor base.

Executive Compensation Matters

In fiscal year 2021, the Company continued to devote substantial attention to the impacts of the COVID-19 pandemic
while also making significant leadership changes following the unexpected passing of our long-time President and
CEO, Arne Sorenson, early in the year. Despite the ongoing effects of the pandemic and the changes in the Company’s
leadership, we saw a significant business recovery across our global footprint. Our financial and operating performance
were strong. All of our regions experienced significant hotel occupancy gains during the year and adjusted EBITDA
nearly doubled over the prior year. Strong rooms growth resumed in 2021 and we added more than 86,000 rooms, a
new Company record. By year-end, our worldwide system consisted of nearly 8,000 properties and roughly 1.48 million
rooms in 139 countries and territories. From a customer standpoint, we exceeded our goals for new Marriott Bonvoy
loyalty member enrollments and improved Marriott Bonvoy elite member appreciation scores. Our associate
engagement scores exceeded the “Best Employer” external benchmark, and we were honored in 2021 to be
recognized as the first and only hospitality company in DiversityInc’s Hall of Fame and by Fortune as one of the “Best
Companies to Work For” for the 24th consecutive year. Throughout this challenging period, we maintained our strong
commitment to aligning pay and performance: we did not adjust any of our previously granted and outstanding annual
or long-term compensation performance goals to reflect the impact of the COVID-19 pandemic on our business.
How We Tie Pay to Performance

There is a strong correlation between our executive pay and Company performance. Our executive compensation
program is designed to maintain this alignment, while also protecting the Company against inappropriate risk-taking and
conflicts among the interests of the Company, its stockholders, and its executives. With these goals in mind, the Human
Resources and Compensation Committee has implemented an executive compensation program that consists of the
following key components:
Base Salary
Reviewed annually and set based on market data, internal equity, tenure and
individual performance considerations.
Annual Incentive
Target Total Direct Based on achievement of pre-established financial and business operational
Compensation performance measures.
Equity Compensation
The majority of each NEO’s total pay opportunity consists of long-term

equity awards, using a mix of three-year vesting Performance Share Units
(“PSUs”), Restricted Stock Units (“RSUs”) and Stock Appreciation Rights
(“SARs”).

Majority of Compensation is Equity and At-Risk

The following charts show the percentage breakdown of our NEOs’ target total direct compensation among base salary,
at-risk target annual incentive, and target annual equity compensation for 2021. These charts do not reflect the
supplemental Stockholder Value PSUs granted to the NEOs in February 2021 or Ms. Oberg’s August 2021 RSU award.
1% 1%
Other Other
10%
Base 16%
Salary Base
Salary
21%
Annual 14%
CEO
Incentive Average of Annual
Incentive
Other NEOs
68%
Equity 69%
Equity
Alignment Between Company Performance and Annual Realizable Pay

The following graph shows the historical alignment between Company performance (measured as total stockholder
return (“TSR”)) and the CEO’s average annual Realizable Pay (as defined below) over 3-year rolling periods.
CEO Realizable Pay and Company TSR Performance

$20 100%
85%
Average Annual Realizable Pay Value (Millions)
72%
64%
3 Year TSR Rolling Percentage

$15 60%
41%
$10 20%
2%
$5 -20%
$0 -60%
2015 - 17 2016 - 18 2017 - 19 2018 - 20 2019 - 21
Average Annual Realizable Pay* 3 Year MAR TSR (60 day)
* Realizable Pay is the sum of salary and bonuses paid, annual incentives earned, and balances of stock awards granted over each 3-year
period (including supplemental stock awards). Stock award balances are valued at the end of the 3-year period and include the
“in-the-money” value of SARs, and the value of PSUs (valued assuming target performance) and RSUs granted during the 3-year period.
Realizable Pay is for Mr. Capuano for 2021 and Mr. Sorenson for 2015-2020. TSR reflects both stock price appreciation and reinvested
dividends. The 3-year TSR rolling percentage is determined using 60-day average opening and closing prices.

Executive Compensation Best Practices

Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO
compensation practices for 2021:
• Executive compensation is strongly linked to the Company’s operating and financial performance
and strategic business priorities
• The Human Resources and Compensation Committee reinforces its commitment to long-term
performance through robust stock ownership requirements that discourage excessive risk-taking
to achieve short-term returns. NEOs must retain 50% of the net after-tax shares received under
any equity awards until they satisfy their applicable ownership requirement
• NEOs are subject to compensation clawback requirements that can be triggered by either an
accounting restatement or by improper conduct
• The Human Resources and Compensation Committee follows a rigorous process in determining
NEO pay, including detailed review of multiple short- and long-term performance factors and
✓
market compensation information
• The Company emphasizes long-term pay and performance alignment by having long-term equity
represent the largest component of annual target total direct compensation (approximately
What 65%-75% of total) and by having half of annual equity awards granted to the CEO be three-year
We Do PSUs
• The Human Resources and Compensation Committee considers progress against diversity and
inclusion metrics as part of its determination of executive compensation
• The Human Resources and Compensation Committee oversees and reviews an annual
compensation risk assessment
• The Human Resources and Compensation Committee is composed solely of independent
members of the Board and retains an independent compensation consultant
• We provide stockholders with an annual vote to approve, on a non-binding, advisory basis, the
compensation of the NEOs and are available for engagement with stockholders on the
Company’s compensation process and policies
• We do not have employment contracts with NEOs
• We do not offer defined benefit pension plans or supplemental executive retirement plans for our
NEOs
• We do not provide tax gross-ups
• We do not have executive severance plans for our NEOs
✗ • We do not provide “single trigger” change in control benefits
What • We do not reprice options or SARs without stockholder approval, nor do we buy out underwater
options or SARs
We Do Not
Do • We do not allow associates, including NEOs, or directors to engage in hedging or derivative
transactions related to Marriott securities
• We do not allow NEOs to hold Company stock in margin accounts or pledge such stock as
collateral for loans
• We do not pay or accrue dividends or dividend equivalents on unvested or unexercised equity
awards

Items to be Voted On
ITEMS TO BE VOTED ON
Item 1 – Election of Directors
The 12 current directors listed below are standing for election at the 2022 Annual Meeting. If elected, each director will
hold office for a one-year term expiring at the 2023 annual meeting of stockholders and until his or her successor is
elected or appointed and qualified.
David S. Marriott Frederick A. Henderson Margaret M. McCarthy
Anthony G. Capuano Eric Hippeau George Muñoz
Isabella D. Goren Debra L. Lee Horacio D. Rozanski
Deborah M. Harrison Aylwin B. Lewis Susan C. Schwab
You can find information on the director nominees in the “Nominees to our Board of Directors” section of this proxy
statement.
Each of the director nominees has consented to being named in this proxy statement and to serve if elected. However,
if before proxies are voted at the Annual Meeting any of the nominees should become unable to serve or will not serve
as a director, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a
substitute nominee, the persons named as proxies will vote “FOR” that substitute nominee.
As previously disclosed and described elsewhere in this proxy statement, J.W. Marriott, Jr. will retire after more than
66 years of service with the Company and is not a nominee for election at the Annual Meeting. As more fully described
in the Board Leadership Structure section of this proxy statement, the Board has designated Mr. Marriott as Chairman
Emeritus.
Lawrence W. Kellner also announced he will retire from the Board, and as a result his term on the Board will end at the
Annual Meeting. Mr. Kellner has served on the Board since 2002 and as our independent Lead Director since 2013. His
contributions to the Board and the Company are enormous, and the Board thanks him for his long and distinguished
service.
Due to Mr. J.W. Marriott’s and Mr. Kellner’s impending departures, the Board has reduced its size from 14 to 12,
effective as of the Annual Meeting.
The Company’s Bylaws prescribe the voting standard for election of directors as a majority of the votes cast in an
uncontested election, such as this one, where the number of nominees does not exceed the number of directors to be
elected. Under this standard, a nominee must receive more “FOR” votes than “AGAINST” votes in order to be elected
as a director.
In a contested election, where the number of nominees exceeds the number of directors to be elected (which is not the
case at the Annual Meeting), the directors will be elected by a plurality of the shares present in person or by proxy and
entitled to vote on the election of directors. Under the Company’s Governance Principles, if a nominee who already
serves as a director is not elected, that nominee shall tender his or her resignation to the Board. The Nominating and
Corporate Governance Committee will then recommend to the Board whether to accept or reject the resignation, or
whether other action should be taken. Within 90 days of the certification of election results, the Board will determine
whether to accept or reject the resignation and will publicly disclose its decision promptly thereafter.
The Board recommends that stockholders vote FOR each of the 12 director nominees.
Item 2 – Ratification of Appointment of Ernst & Young LLP as the Company’s Independent
Registered Public Accounting Firm for Fiscal Year 2022
The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public
accounting firm for fiscal year 2022. Ernst & Young LLP, a registered public accounting firm, has served as the
Company’s independent registered public accounting firm since May 3, 2002. Ernst & Young LLP will examine and
report to stockholders on the consolidated financial statements and the effectiveness of internal control over financial
reporting of the Company and its subsidiaries.

We expect that representatives of Ernst & Young LLP will join the Annual Meeting, have an opportunity to make a
statement if they so desire, and be available to respond to appropriate questions. You can find information on
pre-approval of independent auditor fees and Ernst & Young LLP’s fiscal year 2021 and 2020 fees in the “Audit
Committee Report and Independent Auditor Fees” section of this proxy statement. Although the Audit Committee has
discretionary authority to appoint the independent auditor, the Board is seeking stockholder ratification of the
appointment of the independent auditor as a matter of good corporate governance. If the stockholders do not ratify the
appointment of Ernst & Young LLP, the Audit Committee will take that into consideration when determining whether to
continue the firm’s engagement. Even if stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee
may select another auditor if it determines doing so to be in the best interests of the Company and its stockholders.
The Board recommends that stockholders vote FOR ratification of the appointment of Ernst & Young LLP
as the Company’s independent registered public accounting firm for fiscal year 2022.
Item 3 – Advisory Vote to Approve Executive Compensation

We are asking stockholders to approve a non-binding advisory resolution on the compensation of our NEOs, as
disclosed in this proxy statement.
Although the resolution, commonly referred to as a “say-on-pay” resolution, is non-binding, the Board and Human
Resources and Compensation Committee value your opinions and will consider the outcome of the vote when making
future compensation decisions. After consideration of the vote of stockholders at the 2017 annual meeting of
stockholders and consistent with the Board’s recommendation, the Board’s current policy is to hold an advisory vote on
executive compensation on an annual basis, and accordingly, after the Annual Meeting, the next advisory vote on the
compensation of our NEOs is expected to occur at our 2023 annual meeting of stockholders.
We urge you to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement, which
describes in detail how our executive compensation policies and procedures operate and are designed to achieve our
compensation objectives, as well as the Summary Compensation Table and other related compensation tables and
narrative, which provide detailed information on the compensation of our NEOs.
The Board believes that our current executive compensation program achieves an appropriate balance of long- and
short-term performance incentives, reinforces the link between executive pay and the Company’s long-term
performance and stock value, and thereby aligns the interests of our NEOs with those of our stockholders.
In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), and as a matter of good
corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:
RESOLVED, that the stockholders of Marriott International, Inc. (the “Company”) approve, on an advisory basis,
the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and
Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy
Statement for the Company’s 2022 Annual Meeting of Stockholders.
The Board recommends that stockholders vote FOR approval of the advisory resolution to approve
executive compensation.
Item 4 – Approval of Marriott International, Inc. Employee Stock Purchase Plan

The Board has unanimously approved the adoption of the Marriott International, Inc. Employee Stock Purchase Plan
(referred to below as the “ESPP”) for the benefit of eligible employees of the Company and its designated subsidiaries.
The adoption of the ESPP by the Board is subject to the approval of our stockholders. In this Item 4, we are asking our
stockholders to approve the ESPP at the Annual Meeting.
The Board believes that the Company’s interests are best advanced by aligning stockholder and employee interests.
The ESPP is intended to provide the Company’s eligible employees with an opportunity to participate in the Company’s
success by allowing them to acquire an ownership interest in the Company through periodic payroll deductions that will
be applied towards the purchase of shares of our Class A common stock at a discount from the market price.

The following description of the ESPP is a summary of its principal provisions and is qualified in its entirety by reference
to the plan document, a copy of which is appended to this proxy statement as Exhibit A. References to “common stock”
below mean the Class A common stock of the Company.
Description of the Employee Stock Purchase Plan

Purpose. The purpose of the ESPP is to encourage ownership of our common stock by eligible employees, and to
provide an opportunity for eligible employees to share in the Company’s growth. The ESPP is intended to qualify as an
employee stock purchase plan under Section 423 of the Internal Revenue Code, as amended (the “Code”). However,
sub-plans that do not meet the requirements of Section 423 of the Code may be established for the benefit of eligible
employees of non-U.S. subsidiaries of the Company.
Eligibility. Employees of the Company and its designated subsidiaries who have been employed for at least 90 days
and are customarily employed for more than five months per calendar year generally are eligible to participate in the
ESPP. Employees subject to collective bargaining agreements who otherwise meet the eligibility requirements will be
eligible to participate in the ESPP if the applicable collective bargaining agreement so provides.
Administration, Amendment and Termination. Under the terms of the ESPP, the Global Officer, Compensation &
Benefits, is designated as the plan administrator (the “Administrator”) with the authority to administer the ESPP. The
plan terms specify that the Human Resources and Compensation Committee of the Board may appoint or remove the
individual serving as plan administrator. Subject to the terms of the ESPP, the Administrator has full and exclusive
discretionary authority to construe, interpret and apply the terms of the ESPP, to designate separate offerings under the
ESPP, to determine eligibility, to adjudicate all disputed claims filed under the ESPP, and to establish such procedures
that the Administrator deems necessary for the administration of the ESPP (including, without limitation, to adopt such
procedures and sub-plans as are necessary or appropriate to permit the participation in the ESPP by employees who
are foreign nationals or employed outside the U.S). The Administrator may delegate any duty described in the ESPP to
one or more individuals in the Company’s Benefits Department or Executive Compensation Department, as the
Administrator deems necessary or appropriate. Every finding, decision and determination made by the Administrator
will, to the full extent permitted by applicable laws, be final and binding upon all parties.
The Board, in its sole discretion, may amend, suspend, or terminate the ESPP, or any part thereof, at any time and for
any reason. In addition, the Company’s most senior human resources officer may amend the ESPP, or any part thereof,
at any time and for any reason, provided that the amendment is not reasonably expected to result in material additional
cost to the Company. If the ESPP is terminated, the Administrator in his or her discretion, may elect to terminate all
outstanding offering periods either immediately or upon completion of the purchase of shares of common stock on the
next exercise date (which may be sooner than originally scheduled, if determined in the Administrator’s discretion), or
may elect to permit offering periods to expire in accordance with their terms.
Number of Shares of Common Stock Available under the ESPP. A maximum of four million shares of common stock will
be available for issuance pursuant to the ESPP. In the event of any dividend or other distribution (whether in the form of
cash, common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of
the Company, or in the event of any other change in the corporate structure of the Company affecting the common
stock, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under the ESPP, will, in such manner as the Administrator may deem equitable, adjust the number and
class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares
of common stock covered by each option under the ESPP that has not yet been exercised.
Enrollment and Contributions. Eligible employees voluntarily elect whether or not to enroll in the ESPP. The Administrator
will determine the length and number of offering periods under the ESPP, provided that an offering period may not
exceed twenty-seven months. Currently, the Administrator expects to implement six-month offering periods. An employee
may cancel his or her enrollment at any time, in which case payroll deductions will cease but no refund will be made.
Participants contribute to the ESPP through payroll deductions. Participants may contribute between 1% and 20% of
their eligible cash compensation (which initially shall be limited to base compensation, subject to change by the
Administrator) through after-tax payroll deductions. The Administrator may establish different minimum and maximum
permitted contribution percentages, modify the definition of eligible compensation, or change the length of the offering
periods or the number of shares eligible for purchase in an offering period. After an offering period has begun, a
participant may cancel his or her contributions, but may not otherwise modify his or her election or receive a refund.

Purchase of Shares. On the last trading day of each offering period, each participant’s payroll deductions are used to
purchase shares. The purchase price for these shares will be 85% of the fair market value of the Company’s common
stock on either the first or last day of the offering period, whichever is lower. Fair market value under the ESPP
generally means the closing price of the Company’s common stock on the Nasdaq Global Select Market for the day in
question. As of March 1, 2022, the fair market value of the Company’s common stock was $164.91 per share. During
any single year, no participant may purchase more than $25,000 of shares under the ESPP (based on the fair market
value of the Company’s common stock on the applicable enrollment date(s)). In no event may a participant purchase
more than 1,000 shares during any single offering period.
Termination of Participation. Participation in the ESPP terminates when a participant terminates employment with the
Company or designated subsidiary for any reason. Upon termination of employment, any remaining accumulated
contributions are refunded to the participant.
New Plan Benefits. The actual number of shares that may be purchased by any individual under the ESPP is not
currently determinable because the number is determined, in part, on future contribution elections of individual
participants and the purchase price of the shares, which is not determined until the last day of the offering period.
Certain U.S. Federal Income Tax Consequences

The following is a summary of certain material federal income tax consequences associated with the grant and exercise
of purchase rights under the ESPP and certain other tax considerations associated with the disposition of shares
purchased under the ESPP. The summary does not address all consequences of the ownership of ESPP shares, nor
does it address any applicable gift, estate, social security, employment, U.S. state, U.S. local and non-U.S. tax
consequences. This summary applies only to the Company and to participants who are individuals and who are citizens
or residents of the United States for U.S. federal income tax purposes. It does not address all aspects of U.S. federal
income taxation that may be important to particular participants in light of their individual investment circumstances or to
participants who may be subject to special tax rules. This discussion is based upon existing U.S. federal income tax
law, which is subject to differing interpretations or change (possibly with retroactive effect). If one or more sub-plans are
established for employees of non-U.S. subsidiaries of the Company, the applicable tax rules may be different than
those discussed below.
The rules concerning the federal income tax consequences with respect to the purchase of common stock under the
ESPP are quite complex. Therefore, the following summary is intended to provide a general understanding of the U.S.
federal income tax consequences with respect to the purchase and disposition of shares under the ESPP. Each
participant should consult his or her own tax adviser as to particular tax consequences of the purchase of shares under
the ESPP, ownership of such shares, and the disposition of such shares.
The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. In general, an
employee will not recognize U.S. taxable income until the sale or other disposition of shares purchased under the
ESPP. Upon sale or other disposition of the shares, the participant generally will be subject to tax in an amount that
depends upon how long the shares have been held by the participant. If the shares are sold or otherwise disposed of
more than two years after the first day of the applicable offering period in which such shares were acquired, and more
than one year after the applicable date of purchase (or upon the participant’s death while owning the shares), the
participant will recognize ordinary income equal to the lesser of (1) the excess of the fair market value of the shares at
the time of such sale or disposition over the purchase price, or (2) an amount equal to 15% of the fair market value of
the shares as of the first day of the applicable offering period in which such shares were acquired. Any additional gain
will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of the
aforementioned periods (other than following a participant’s death) (a “Disqualifying Disposition”), the participant will
recognize ordinary income equal to the excess of (1) the fair market value of the shares on the date the shares were
purchased over (2) the purchase price. Any additional gain or loss on such sale or disposition will be capital gain or
loss, which will be long-term if the shares are held for more than one year.
The Company generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a
participant except to the extent of ordinary income recognized by participants as the result of a Disqualifying Disposition.
The Board recommends that stockholders vote FOR this proposal to approve the Marriott International,
Inc. Employee Stock Purchase Plan.

Item 5 – Stockholder Resolution Requesting the Board Prepare a Report on the Economic and
Social Costs and Risks Created by the Company’s Compensation and Workforce Practices
Myra K. Young (the “proponent”), whose address and stockholdings will be provided by us upon written or oral request,
has advised the Company that she plans to present the following proposal at the Annual Meeting. If the proposal is
properly presented at the Annual Meeting by or on behalf of the proponent, the Board unanimously recommends a vote
“AGAINST” the following stockholder resolution. We have included the proponent’s proposal in this proxy statement
pursuant to SEC rules, and the Board’s response to it follows. The proponent’s proposal contains assertions about the
Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.
The Proponent’s Proposal

ITEM 5 – Report on costs of low wages and inequality
RESOLVED, shareholders ask that the board commission and publish a report on (1) whether the Company
participates in compensation and workforce practices that prioritize Company financial performance over
the economic and social costs and risks created by inequality and racial and gender disparities and (2) the
manner in which any such costs and risks threaten returns of diversified shareholders who rely on a stable
and productive economy.
Supporting Statement:
PAY IS INADEQUATE, UNEQUAL AND RACIALLY DISPARATE
• The Company’s starting wage for a housekeeper is $12.00 per hour1 and the average wage for the position is
$13.11.2 By comparison, the national wage adequate for a modest one-bedroom accommodation is $20.40.3
• In 2019, the Company CEO received compensation worth $13,435,887—346 times the compensation of the
Company’s median worker.
• While the Company’s U.S. workforce is 67 percent people of color, those groups make up only 21 percent of
Company executives.4
RESEARCH REVEALS THAT INEQUALITY AND RACIAL DISPARITY HARM THE ENTIRE ECONOMY
• Income inequality slows U.S. economic growth by reducing demand by 2 to 4 percent.5
• A 1 percent increase in inequality leads to a 1.1 percent per capita GDP loss.6
• Gender and racial gaps created $2.9 trillion in losses to U.S. GDP in 2019.7
• Eliminating racial disparity would add $5 trillion to the U.S. economy over the next five years.8
THE COMPANY’S DIVERSIFIED SHAREHOLDERS ARE ECONOMICALLY THREATENED BY INCREASED

INEQUALITY AND RACIAL DISPARITY
The reduction in economic productivity caused by inequality and racial disparity directly reduces returns on
diversified portfolios,9 and creates serious social costs that further threaten financial markets. For example,
excessive inequality can erode social cohesion and heighten political polarization, leading to social instability.10 It
also increases health costs and decreases the value of human capital, through links to more chronic health
conditions developed earlier in life.11
1 https://www.glassdoor.com/Hourly-Pay/Marriott-International-Housekeeper-Hourly-Pay-E7790_D_KO23,34.htm
2 https://www.indeed.com/cmp/Marriott-International,-Inc./salaries/Housekeeper
3 https://livingwage.mit.edu/articles/61-new-living-wage-data-for-now-available-on-the-tool
4 https://www.marriott.com/marriottassets/Media/PDF/DEI_Infographic_May_2021_LV4.pdf
5 https://www.epi.org/publication/secular-stagnation/
6 https://www.pionline.com/sponsored-content/facing-hard-truths-material-risk-rising-inequality
7 https://www.frbsf.org/our-district/files/economic-gains-from-equity.pdf
8 http://Tractor Supply.us/3olxWH0
9 Ibid n. 5.
10 https://www.imf.org/en/publications/fm/issues/2017/10/05/fiscal-monitor-october-2017
11 https://www.pionline.com/sponsored-content/facing-hard-truths-material-risk-rising-inequality

The Company has presumably chosen a wage structure that managers believe will increase margins and financial
performance. But any gain in Company profit that comes at the expense of society and the economy is a bad trade
for most Company shareholders, who are diversified and rely on broad economic growth to achieve their financial
objectives. The costs and risks created by inequality and racial disparity will directly reduce long-term diversified
portfolio returns.
This proposal asks the Board to commission a report that analyzes the tradeoffs the Company makes between
financial return and the global economy and cohesion, and how those trade-offs affect diversified shareholders.
Such a report would not require precision: identifying areas where the Company creates inequality and racial
disparity and analyzing how they might manifest as costs or risks to diversified portfolios would help determine
whether and when the Company should prioritize employee equality and welfare over financial returns.
Please vote for: Report on costs of low wages and inequality – Proposal 5
Board Response
The Board will oppose this proposal if it is properly presented at the 2022 Annual Meeting and recommends a
vote AGAINST this proposal for the following reasons:
The Board recommends that stockholders vote “AGAINST” this advisory proposal requesting that the Company create
a report on the external economic and social costs and risk created by its compensation policies. After careful
consideration, the Board believes that the requested report is not needed and is not in the best interests of our
stockholders.
Commissioning a report to extrapolate the impact of our compensation and workforce policies on the global
economy and overall market returns is not an appropriate use of Company resources.
The Board disagrees with the proponent’s views about the Company and global financial markets and with the
proposal’s assertion that the Company’s compensation and workforce practices compound global inequality or threaten
financial markets. Further, the Board believes the requested report is not practical and would require extensive and
expensive experts to make a variety of speculative and unfounded assumptions to implement the request that the
Company quantify the impact of one aspect of its operations on the global economy or on the diversified portfolios of
stockholders worldwide. We also do not believe that that undertaking would meaningfully add to the wealth of
macroeconomic information and expertise available to globally diversified investors.
We are committed to our associates and to global diversity, equity, and inclusion.
Since Marriott’s founding in 1927, our company has relied on the deeply held belief: “Take care of the associates and
they’ll take care of your customer.” This core value of putting people first is the keystone of our Company’s culture and
success. Further, our commitment to diversity, equity, and inclusion is deeply rooted in the belief that embracing
differences is critical to our success as a global company, and we have oversight and accountability measures in place
to support our focus on diversity, equity, and inclusion. The Inclusion and Social Impact Committee of our Board helps
drive accountability across the Company. Established in 2003, the ISI Committee is chaired by a member of our Board
and comprised of certain other members of the Board and Company senior leadership. The ISI Committee assists the
Board in carrying out its commitment and responsibilities relating to Marriott’s people-first culture and the Company’s
efforts to foster associate well-being and inclusion. We actively invest in our associates personally and professionally to
ensure that our workforce is one that reflects the diversity of our customer base and the communities in which we do
business. This commitment is evident through the actions and achievements described in our 2021 Serve 360 Report,
available on our website, including our efforts to increase the presence of women and people of color in the highest
levels of management and other key decision-making positions within the Company. For example, in 2021, we
advanced our objectives to diversify our leadership by (1) accelerating our efforts to achieve global gender parity in
Company leadership by 2023 – two years earlier than our original goal, and (2) establishing a new objective to increase
the representation of people of color in executive positions in the U.S. to 25% by 2025.
Our commitment to empower through opportunity extends beyond our workforce and helps drive economic
empowerment to a variety of other stakeholders around the globe. In 2020, we exceeded our goal to have 1,500
diverse- and women-owned open hotels in our system, and we set a new goal of 3,000 diverse- and women-owned
hotels by 2025. Additionally, in 2019, we achieved our goal of investing $5 million in supporting programs and
partnerships that develop

hospitality skills and opportunity among youth, diverse populations, women, people with disabilities, veterans, and
refugees, and we set a new goal to invest $35 million in such programs and partnerships by 2025. We are also
committed to promoting equity and diversity in our supply chain: since 2010, Marriott has spent more than $6 billion with
diverse suppliers and we continue to invest in the growth and development of businesses owned by people from
historically disadvantaged communities through our partnerships with the National Minority Supplier Development
Council, The National LGBT Chamber of Commerce, the Women’s Business Enterprise National Council and other
business equity organizations.
For these and other efforts, the Company is consistently recognized for its commitment to our associates, and to
diversity, equity and inclusion. We were #1 on DiversityInc’s 2020 top 50 Companies for Diversity list and in 2021 we
were delighted to be the first and only hospitality company inducted into the DiversityInc Hall of Fame for Diversity &
Inclusion. We’ve been recognized by National Association of Female Executives Top 10 and Hall of Fame, Working
Mother Hall of Fame and Quarter Century Club, Leading Disability Employers, National Organization on Disability,
LATINA Style Top 50, WEConnect International Top 10 Global Champions for Supplier Diversity & Inclusion, Black
Enterprise Best Companies for Diversity, Asia Society Best Employer, the Fortune 100 Best Companies to Work For®
list each year since it was launched in 1998, PEOPLE Magazine’s Top 50 Companies that Care® list, World’s Best
Workplaces™ by Great Place to Work, the Bloomberg Gender-Equality Index, the Human Rights Campaign, Disability
Equality Index, and many more.
Our compensation policies and practices are equitable and reflect competitive pay for performance.
Our People First culture drives our efforts to invest in our associates worldwide, including through the compensation
and benefit programs that the Company provides. Our policies and practices are designed to avoid pay inequities
throughout an associate’s career, and we strongly disagree with the proponent’s characterization of our wage structure
as coming “at the expense of society.” We conduct pay equity reviews in the U.S., reviewing compensation based on
race and gender categories, and make pay adjustments where appropriate. For example, to establish a recruitment
process that reflects fair and equitable pay practices, we use a competitive local market wage scale and establish a
starting rate of pay with fixed or defined pay increases based on tenure for the vast majority of our U.S.-based hourly
paid hotel positions. Globally, during the application process, the Company only requests the applicant’s desired rate of
pay and directs HR professionals not to collect or utilize compensation history when establishing starting pay for new
hires. In response to current labor shortages, Marriott has increased base pay where necessary to remain competitive.
In addition, our executive compensation program, which is discussed elsewhere in this proxy statement, is designed to
drive performance through a combination of near-term financial and operational objectives and long-term focus on our
stock price performance. We emphasize long-term pay and performance alignment by having long-term equity
represent the largest component of target total direct compensation. We believe that, based on the elements and mix of
annual and long-term compensation we provide our executive officers, and in light of the external compensation market
data comparing our compensation practices to our peers, our compensation programs overall are aligned with long-
term stockholder value. Indeed, at the Company’s 2020 and 2021 Annual Meetings, stockholders expressed substantial
support for our compensation practices, with approximately 95% and 97% votes cast, respectively, voting for approval
of the “say-on-pay” advisory proposal relating to our NEO compensation.
* * *
We are guided by our core value to Put People First. Whether good times or challenging times, we are committed to
investing in our associates and believe that the Company’s focus and resources are far better spent on furthering this
goal than commissioning the requested report.
For these reasons, the Board opposes this proposal and recommends a vote AGAINST the proposal.
Item 6 – Stockholder Resolution Regarding an Independent Board Chair Policy

The Humane Society of the United States (the “proponent”), whose address and stockholdings will be provided by us
upon written or oral request, has advised the Company that it plans to present the following proposal at the Annual
Meeting. If the proposal is properly presented at the Annual Meeting by or on behalf of the proponent, the Board
unanimously recommends a vote “AGAINST” the following stockholder resolution. We have included the proponent’s

proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The proponent’s
proposal contains assertions about the Company or other statements that we believe are incorrect. We have not
attempted to refute all inaccuracies.
The Proponent’s Proposal

RESOLVED: Shareholders ask the Board to adopt a policy, and amend the bylaws as necessary, to require the
Board Chair to be an independent director. The policy should provide that (i) if a Chair at any time ceases to be
independent, the Board shall replace the Chair with a new, independent, chair (ii) compliance with this policy is
waived if no independent director is available and willing to serve as Chair; and (iii) that the policy shall apply
prospectively so as not to violate any contractual obligation existing at its adoption.
SUPPORTING STATEMENT:
Marriott’s board chair is not an independent director, but rather serves as Executive Chairman. This structure can
weaken a corporation’s governance, harm shareholder value, and has been increasingly falling out of practice.
According to the Spencer Stuart 2020 Board Index, the trend toward an independent board chair “has been growing
steadily.” Over one-third (34%) of S&P 500 boards now have an independent chair; just ten years ago, that was only
19%.
This shift makes sense, considering that:
1. the role of management is to run the company; and
2. the board’s role is to provide independent oversight of management; therefore
3. conflicts of interest and a lack of checks and balances may arise when the board is chaired by a
non-independent director.
“The chair of the board should ideally be an independent director,” reports proxy advisor Institutional Shareholder
Services (ISS), “to help provide appropriate counterbalance to executive management.”
And as Glass Lewis reports: “Glass Lewis believes that shareholders are better served when the board is led by an
independent chairman who we believe is better able to oversee the executives of the Company and set a
pro-shareholder agenda without the management conflicts that exists when a CEO or other executive also serves
as chairman. This, in turn, leads to a more proactive and effective board of directors.”
Glass Lewis further found that empirical evidence suggests that firms with independent board chairs outperform
companies with non-independent directors, and companies with non-independent directors “tend to follow fewer
positive corporate governance practices.”
“We believe that the presence of an independent chairman fosters the creation of a thoughtful and dynamic board,
not dominated by the views of senior management,” concludes Glass Lewis.
Ensuring the Board Chair position is held by an independent director rather than a company executive would
benefit the company and its shareholders and we encourage shareholders to vote FOR this proposal.
Board Response
The Board recommends a vote AGAINST this proposal for the following reasons:
The Board is committed to maintaining leading corporate governance standards and effective Board oversight. In
keeping with these goals, the Board has separated the roles of Chairman and CEO since 2012 and maintained an
independent Lead Director since 2013. The Board reviews this leadership structure as part of its succession planning
process and believes that it continues to be in the best interests of Marriott’s stockholders and consistent with current
best practices.
The Board’s leadership structure contributes to the success of the Company.

The Board believes that its current leadership structure has contributed to the success of the Company and provides a
unique advantage to the Board and the Company. J.W. Marriott, Jr., whose parents founded the Company, has served

as the Chairman of the Board since 1985 and as Executive Chairman since the Board separated the roles of Chairman
and CEO in 2012. Mr. Marriott has a lifetime of experience in the industry and leading the Company and, as Executive
Chairman, was able to provide the Board and our senior executives with unparalleled perspective, guidance, advice
and counsel regarding Marriott’s business, operations and strategy. David S. Marriott, whom the Board has selected to
succeed J.W. Marriott, Jr. as Chairman of the Board when he transitions to the role of Chairman Emeritus after the
Annual Meeting, likewise has extensive prior experience in a variety of operational and senior leadership roles at the
Company and brings a deep historical perspective to the Board. He stepped down as an employee of the Company in
April 2021 in connection with joining the Board, allowing him to focus on leading the Board in fulfilling its oversight and
governance responsibilities. In doing so, he will also continue the Marriott family’s stewardship of the culture and core
values that have fueled the Company for more than 94 years. Since 1927, the Marriott family’s unwavering commitment
to cultivating and advancing those values has empowered associates, taken care of guests, created opportunities for
hotel owners and franchisees, and propelled the Company from a family-run root beer stand and restaurant business to
a global hospitality company comprised of approximately 8,000 properties across 30 leading brands in 139 countries
and territories. Moreover, the Marriott family’s significant ownership stake in our Company has provided and continues
to provide robust alignment with the interests of fellow stockholders.
If the rigid Board leadership mandate urged by the proponent were adopted, neither J.W. Marriott, Jr. nor David S.
Marriott could serve as Chairman. The Board does not believe that this outcome is in the best interests of the Company
or its stockholders.
The Board’s flexible leadership structure and the Company’s corporate governance practices promote effective
and independent Board oversight.
The Board values robust oversight and independent leadership on the Board and believes that its current leadership
structure accomplishes both. Our existing Board leadership structure, consisting of separate roles for the Chairman and
CEO, together with an independent Lead Director, allows the Chairman to focus on leading the Board in its oversight
and governance responsibilities and the CEO to focus on setting and executing the Company’s strategic plans and
initiatives and leading the operations of the Company. Our independent Lead Director and engaged independent
directors also provide strong independent oversight. The Board has maintained the position of independent Lead
Director since 2013. The Lead Director’s robust roles and responsibilities, as provided in our Governance Principles,
are broad and similar to those of an independent Chairman, including presiding at regular executive sessions of the
independent directors as well as meetings of the Board at which the Chairman is not present, coordinating the activities
of the independent directors, having the authority to convene meetings of the independent directors, and serving as a
liaison between the Chairman, the CEO and the independent directors. The Lead Director also reviews and approves
Board meeting agendas, coordinates the evaluation of Board and committee performance, coordinates the assessment
and evaluation of Board candidates, organizes and leads the Board’s annual evaluation of the CEO, makes
recommendations for changes to the Company’s governance practices, and is available for direct engagement with
stockholders. The Board also recently enhanced the Company’s Governance Principles to provide that the independent
directors of the Board will appoint the Lead Director annually.
The Company’s strong governance practices and policies reinforce the Board’s independent oversight and
accountability to stockholders. All of our directors are elected on an annual basis and by majority vote of the
stockholders in uncontested elections, and our Governance Principles require that two-thirds of the directors be
independent. Our Audit, Human Resources and Compensation, Nominating and Corporate Governance, and
Technology and Information Security Oversight committees are each composed solely of independent directors.
Consequently, the independent directors directly oversee such critical items as the Company’s financial statements,
senior executive compensation and succession management, the selection and evaluation of directors, the
development and implementation of our corporate governance programs, and technology, information security and
privacy. These independent committee structures, as well as the robust responsibilities of our independent Lead
Director and the active and engaged role of our other independent directors, contribute to overall strong independent
board leadership.
The Board believes maintaining a flexible leadership structure best serves the interests of the Company and is
consistent with best practices.
Marriott’s governing documents provide the Board flexibility to determine the appropriate leadership structure for the
Company, including whether the roles of Chairman and CEO should be separated or combined. When the Board
evaluates its leadership structure, as it did as part of its recent succession planning process, it considers, among other

factors, the Company’s strategic direction, the Board’s assessment of its leadership needs at the time, and the best
interests of Marriott’s stockholders. The stockholder proposal, on the other hand, mandates a one-size-fits-all form of
Board leadership, that, if implemented, would unnecessarily limit the Board’s options in selecting the leadership
structure most appropriate to ensure alignment with the Company’s evolving business and strategic needs and
selecting the most appropriate individual to lead the Board at any given time.
In reviewing this proposal, the Board took into consideration relevant benchmarking data and concluded that the
Company’s current board leadership structure matches or exceeds the practices at the majority of S&P 500 companies,
while the proponent’s rigid approach to Board leadership does not. The proposal’s supporting statement reports that, as
of 2020, only about one-third of S&P 500 companies had an independent chair. Even that confuses the existence of an
independent board chair with the adoption of a policy mandating, in all circumstances, the separation and
independence of a company’s board chair, which is what the proposal seeks. We believe that the number of S&P 500
companies that have adopted such an inflexible policy mandating the chair be independent, no matter the situation, is
miniscule.
* * *
In light of Marriott’s strong corporate governance practices and policies, and the need to retain the flexibility to maintain
a leadership structure that best serves the interests of the Company and the stockholders at a particular time, the Board
believes that adoption of the stockholder proposal is unnecessary and contrary to the best interests of the Company
and the stockholders and recommends a vote against the proposal.
For these reasons, the Board recommends a vote AGAINST the proposal.

Corporate Governance
CORPORATE GOVERNANCE
Board Leadership Structure

The Board reviews its leadership structure from time to time as part of its succession planning process, and did so in
connection with Mr. J.W. Marriott, Jr.’s planned transition to Chairman Emeritus following the Annual Meeting, which we
first announced in May 2020. The Board believes that its existing leadership structure, in which the roles of Chairman of
the Board and CEO are separate, together with an experienced and engaged independent Lead Director and
independent committee oversight of key functions, continues to be the most effective leadership structure for the
Company and our stockholders.
Separate Board Chairman and CEO. Since 2012, the Board has chosen to separate the roles of Chairman of the
Board and CEO. This structure allows the Chairman to focus on leading the Board in its oversight and governance
responsibilities and the CEO to focus on setting and executing our strategic plans and initiatives and leading the
operations of the Company.
The Board has elected David S. Marriott to serve as the Chairman of the Board, effective as of the conclusion of the
Annual Meeting. The Board believes that Mr. David Marriott’s significant experience as a senior operations and sales
executive of the Company and his deep understanding of Marriott’s history and culture, bring an important perspective
to Board-level conversations and decision-making and make him well-qualified to lead the Board in its oversight
responsibilities. As Chairman, Mr. David Marriott, who stepped down as an employee of the Company in April 2021 in
connection with joining the Board, will provide leadership to the Board by, among other things, working with the CEO,
the independent Lead Director, and the Secretary to set Board calendars, develop agendas for Board meetings,
facilitate the appropriate flow of information to Board members and the effective operation of the Board and its
committees, promote Board succession planning and the orientation of new directors, and support senior management
succession planning. Mr. David Marriott will also serve as a key conduit between management, the Board, and the
Marriott family, who have a demonstrated interest in and commitment to the long-term success of the Company.
The Board believes that the continued involvement of Marriott family members in responsible positions of the Company
makes a significant contribution to the long-term value of our corporate name and identity and to the maintenance of
our reputation for providing quality products and services, reinforces the culture and core values that are the bedrock of
our success, and promotes associate engagement and retention. Thus, in addition to his role as Chairman, the Board
has assigned Mr. David Marriott additional responsibilities, effective as of the conclusion of the Annual Meeting, which
include promoting the Company’s business, brands, culture, values and goodwill by, among other things, serving as an
ambassador to the Company’s associates, owners and franchisees, and the communities in which we operate, and
participating in internal Company events and representing the Company at external events, in each case as requested
by the CEO or the Board. Given the Marriott family’s iconic status in the hospitality industry and deep historical
perspective on the Company and its mission, combined with Mr. David Marriott’s extensive prior experience in a variety
of senior roles at the Company, the Board believes Mr. David Marriott is uniquely qualified to serve in this role and that
his service will provide a competitive advantage to the Company. The Board expects that these additional
responsibilities, combined with Mr. David Marriott’s responsibilities as Chairman, will require significant time
commitments and anticipates establishing a chairman retainer fee reflective of those commitments.
Tony Capuano has served as Chief Executive Officer and a director of the Company since February 2021. As CEO,
Mr. Capuano leads the operations of the Company and is responsible for the Company’s short- and long-term
performance. He is responsible for setting and overseeing the execution of the Company’s business strategies,
developing and implementing the Company’s vision and mission, and cultivating and advancing the Company’s culture
and values. Mr. Capuano oversees the senior executive team and is also responsible for executive development and
succession planning. Mr. Capuano reports to the Board, and the Board reviews his performance annually.
Strong Independent Lead Director. Since 2013, the Board has maintained the position of Lead Director and
prescribed that the independent chair of our Nominating and Corporate Governance Committee would serve in that
role. The Board recently enhanced the Company’s Governance Principles to provide that the independent directors of
the Board will appoint the Lead Director annually. The Lead Director’s responsibilities include presiding at regular
executive sessions of the independent directors as well as meetings of the Board at which the Chairman is not present,
coordinating the activities of the independent directors, having the authority to convene meetings of the independent
directors, and serving as a liaison between the Chairman, the CEO and the independent directors. The Lead Director

also reviews and approves, in consultation with both the Chairman and CEO, Board meeting agendas and schedules,
coordinates the evaluation of Board and committee performance, coordinates the assessment and evaluation of Board
candidates, organizes and leads the Board’s annual evaluation of the CEO, makes recommendations for changes to
the Company’s governance practices, and is available for direct engagement with major stockholders. The Lead
Director is a standing member of the Board’s Executive Committee. The Board believes that the role of the Lead
Director provides strong Board leadership and appropriate independent oversight. In February 2022, we announced
that Mr. Lawrence W. Kellner, who has served as our independent Lead Director since 2013, will retire from the Board
following the Annual Meeting and he is therefore not a nominee for re-election. The independent directors of the Board
have selected Mr. Frederick A. “Fritz” Henderson to serve as our next independent Lead Director, effective immediately
following the Annual Meeting. Mr. Henderson has served on the Board since 2013 and as our Audit Committee chair
since May 2014 and has extensive experience serving in a variety of other public company board leadership roles. As
described elsewhere in this proxy statement, Mr. Henderson will step down from his role as chair of our Audit
Committee after the Annual Meeting.
David Marriott Fritz Henderson Tony Capuano
Chairman of the Board-Elect Independent Lead Director-Elect Chief Executive Officer

Primary Responsibilities Primary Responsibilities Primary Responsibilities
• Focuses on Board oversight • Coordinates the activities of the • Leads the Company’s global
and governance matters independent directors and business and is responsible for
presides at executive sessions the Company’s short- and long-
• Presides at meetings of the
of independent directors term performance
Board and of the stockholders
• Reviews and approves Board • Leads the development and
• Reviews and approves Board
agendas and materials implementation of the
agendas and materials
Company’s vision and mission
• Advises on director recruitment
• Represents the Company at
and recommends Board • Sets and manages the
internal and external events to
committee chairs execution of the Company’s
help further the Company’s
business strategies
strategic goals and to promote • Oversees the Board and
the Company’s business, committee evaluation process • Cultivates and advances the
brands, culture, values and Company’s culture and values
• Organizes and leads the
goodwill
Board’s annual evaluation of • Evaluates and develops the
• Provides advice and counsel to the CEO Company’s executive leaders
the CEO and sets the Company’s
• Works with the Chairman and
organizational structure
CEO to ensure management
adequately addresses matters
identified by the Board and the
independent directors

Independent Committee Oversight. Our Audit, Human Resources and Compensation, Nominating and Corporate
Governance, and Technology and Information Security Oversight committees are composed solely of independent
directors. Consequently, the independent directors directly oversee such critical items as the Company’s financial
statements, executive compensation, the selection and evaluation of directors, the development and implementation of
our corporate governance programs, and technology, information security and privacy.
Emeritus Designations
Chairman Emeritus. The Board has determined that J.W. Marriott, Jr., our current Executive Chairman and Chairman
of the Board, who is not a nominee for election, shall hold the title of Chairman Emeritus, effective as of the conclusion
of the Annual Meeting. As Chairman Emeritus, Mr. Marriott may attend certain Board meetings or functions, but he is
not considered a member of the Board or a “director” as that term is used in our Amended and Restated Bylaws. He
may not vote on any business coming before the Board, and he is not counted as a member of the Board for the
purpose of determining a quorum or for any other purpose. He does not receive a salary in his capacity as Chairman
Emeritus or compensation for attendance at Board meetings, although he may be reimbursed for reasonable expenses
incurred to attend such meetings or functions or other business expenses incurred in connection with his role as
Chairman Emeritus.
Directors Emeritus. William J. Shaw, a former director and Vice Chairman of the Company, holds the title of Director
Emeritus, but does not vote at or attend Board meetings and is not a nominee for election.

Board Composition and Diversity

The Company does not maintain a formal diversity policy for Board membership, however, the Board believes that the
directors, considered as a group, should provide a mix of backgrounds, experience, knowledge, and abilities, and
should reflect the diversity of the Company’s stockholders, associates, customers, and guests, and the communities in
which we operate. Thus, as part of its annual review of board composition, the Nominating and Corporate Governance
Committee considers and discusses the extent to which the Board as a whole includes a mix of members that represent
a diversity of background and experience, which the committee defines broadly to include, among other things,
differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills and
expertise, professional and industry experience, and personal characteristics (including age, gender and race/ethnicity).
The Board believes the current nominees embody a diverse range of viewpoints, backgrounds and skills, including with
respect to age, tenure, gender, and race/ethnicity.
Board Diversity Matrix (as of May 6, 2022)

Total Number of Directors 12 Board Diversity
Did Not
Disclose
Female Male Non-Binary Gender
Part I: Gender Identity
Directors 5 7 0 0
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
1
0
1
0
0
0
0
0 67%
Asian 0 0 0 0
Hispanic or Latinx 0 2 0 0
Native Hawaiian or Pacific Islander 0 0 0 0
White 4 4 0 0
Two or More Races or Ethnicities 0 0 0 0
LGBTQ+ 0 8 of our 12 Board nominees are
Did Not Disclose Demographic Background 0 women and/or people of color
6 5 5
4
9 of 12
Independent
2 2
62 AND 63 - 68 OVER 68
UNDER 0-5 YEARS 6-10 YEARS 10+ YEARS
Age Tenure Independent (9)

Non-Independent (3)
Demographics and Background

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F.
Tenure/Age/Gender/Independence
Years on the Board* 1 0 8 9 6 18 6 1 3 20 1 7
Age* 56 62 65 63 70 67 67 48 68 71 54 67
Gender M F F M M F M M F M M F
Independent ● ● ● ● ● ● ● ● ●
*As of the 2022 Annual Meeting.

Likewise, the Board believes that committee leadership and membership should reflect the diversity of the Board, and
when considering and reviewing committee assignments the Nominating and Corporate Governance Committee
discusses the extent to which the regularly-meeting committees include a mix of members that represent a diversity of
backgrounds and experience. Below is a snapshot of the gender and race/ethnicity make-up of the anticipated
committee leadership and composition following the Annual Meeting:
Human Resources
Audit
and Compensation
75% 75%
Committee Leadership
3 of our 4 Audit Committee 3 of our 4 Human Resources
members will be women and Compensation
and/or people of color Committee members will be
women and/or people of color
Inclusion and
Social Impact
80%
60%
3 of our 5 Inclusion and

Social Impact Committee 4 of our 5 regularly-meeting
Board members will be
women and/or people of color standing committees will be
chaired by women and/or
Technology and Nominating and
Information Security Corporate Governance people of color following the
Oversight Committee Annual Meeting
75% 67%
Committee chair is a woman and/or person of color.

3 of our 4 Technology and 2 of our 3 Nominating and
Information Security Corporate Governance
Oversight Committee Committee members will be
members will be women women and/or people of color
and/or people of color

Board Skills and Experience

The Board believes that having a mix of directors with complementary qualifications, expertise, and experience is
essential to meeting its oversight responsibility. The skills matrix below summarizes some of the skills and expertise of
the nominees that we believe benefit our current business and strategy. We continue to evaluate the matrix against our
needs and strategy so that it can serve as an effective tool for identifying director nominees who collectively have the
complementary experience, knowledge, and abilities relevant to service on the Board.
Director Skills and Qualifications

Background 2022 Nominees Alignment with Company Strategy
Senior Executive 12 Significant experience leading large organizations or enterprises,
Leadership Experience resulting in a practical understanding of organizational structure,
business planning and strategy, talent development, financial
oversight, risk management, and how to drive growth.
Hospitality / Travel and 6 Experience in the travel and hospitality industry or other industries
Consumer Focus focused on attracting and serving consumers, including experience
Experience developing strategies to grow sales and market share, build brand
awareness, and enhance enterprise reputation.
Financial Expertise 6 Proficiency in finance, capital allocation, and financial reporting
processes gained from experience acting as, or actively supervising, a
principal financial officer, principal accounting officer, controller, public
accountant or auditor, or one or more positions that involve the
performance of similar functions.
Global/International 9 An understanding of, and experience working in, diverse business
environments, economic conditions, cultures, and regulatory
frameworks around the world.
Culture and Human 5 Experience in a human resources or personnel role managing and
Capital Management developing talent, values, and culture, or in one or more positions that
contribute to an understanding of how the Company manages and
develops its culture and workforce.
Government, Legal and 4 Experience working in law, government regulations, and public policy.
Regulatory Affairs
Technology and 3 Knowledge of information security, technological trends, innovation,
Information Security and using technology to manage customer data and deliver products
and services to the market.
Public Company Board 9 An understanding of board dynamics and processes, relations
Service between the board and management, corporate governance,
oversight, and stockholder relations arising from prior or current
service on other public company boards.

Selection of Director Nominees

The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by
its members, other Board members, management, and stockholders. As a stockholder, you may recommend any
person for consideration as a nominee for director by writing to the Nominating and Corporate Governance Committee
of the Board of Directors, c/o Marriott International, Inc., Department 52/862, 10400 Fernwood Road, Bethesda,
Maryland 20817 (if sent prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda, Maryland 20814 (if sent on or
after July 25, 2022). Recommendations must include the name and address of the stockholder making the
recommendation, a representation that the stockholder is a holder of record of Class A common stock, biographical
information about the individual recommended, and any other information the stockholder believes would be helpful to
the Nominating and Corporate Governance Committee in evaluating the individual recommended.
The Board does not have specific requirements for eligibility to serve as a director. However, in evaluating candidates,
regardless of how recommended, the Nominating and Corporate Governance Committee considers the qualifications
set out in the Company’s Governance Principles, including:
• character, judgment, personal and professional ethics, integrity, values, and familiarity with national and international
issues affecting business;
• depth of experience, skills, and knowledge relevant to the Board and the Company’s business, including the ability to
provide effective oversight of long-term strategy and enterprise risk; and
• willingness to devote sufficient time to carry out the duties and responsibilities effectively.
In addition, as described above, when evaluating director candidates, the Nominating and Corporate Governance
Committee considers and discusses the extent to which a prospective nominee helps the Board achieve a mix of
members that represent a diversity of background and experience. The Nominating and Corporate Governance
Committee makes a recommendation to the full Board as to any persons it believes should be nominated by the Board,
and the Board determines the nominees after considering the recommendation and report of the Nominating and
Corporate Governance Committee. The procedures for considering candidates recommended by a stockholder for
Board membership are consistent with the procedures for candidates recommended by members of the Nominating
and Corporate Governance Committee, other members of the Board, or management. When seeking new Director
candidates, the Nominating and Corporate Governance Committee endeavors to include diverse candidates, including
women and racial or ethnic minorities, in any search process and directs any search firm that it engages to include
women and minority candidates in any pool of candidates that the firm compiles. During 2021, the Nominating and
Corporate Governance Committee used the services of Russell Reynolds Associates, a third-party executive search
firm, for this purpose.

Nominees to our Board of Directors

Each of the following director nominees presently serves on our Board and their term of office will expire at the Annual Meeting.
The age shown below for each director nominee is as of May 6, 2022, the date of the Annual Meeting. Each director nominee
has been nominated to serve until the 2023 annual meeting and until his or her successor is elected and qualified, or until his or
her earlier death, resignation or removal. Set forth below is each director nominee’s biography as well as the qualifications and
experiences each director nominee brings to our Board, in addition to the general qualifications discussed above.
David S. Marriott Age: 48 Director since: 2021
Chairman of the Board- Mr. Marriott served as the Company’s President, U.S. Full Service Managed by
Elect; Former Marriott from 2018 until April 2021, where he oversaw hotel operations, human
President, U.S. Full resources, sales and marketing, finance, market strategy, information resources
Service Managed by and development and feasibility for over 330 hotels and 14 brands in 34 states
Marriott and French Polynesia. From 2010 to 2018, Mr. Marriott served as the Chief
Operations Officer – The Americas, Eastern Region, where he was responsible
for hotel operations in 23 states and oversaw the U.S. integration efforts of
Marriott’s acquisition of Starwood Hotels. Prior positions at the Company include
Market Vice President, where he was responsible for hotel operations in
New York, New Jersey, Philadelphia and Baltimore, and Senior Vice President of
Global Sales, where he was responsible for leading Marriott’s sales effort and
further developing key customer relationships worldwide and helped lead a
comprehensive transformation of Marriott’s U.S. Sales organization. Mr. Marriott’s
early career included sales roles in Boston, MA and Arlington, VA, as well as
serving as assistant sous chef at the Salt Lake City Marriott Downtown. He
currently serves as the chair of the Governing Board of St. Albans School in
Washington, DC and is a member of the board of trustees of The J. Willard &
Alice S. Marriott Foundation.
Skills and Qualifications:
Mr. Marriott provides our Board, our Inclusion and Social Impact Committee, and our Executive Committee, which he
will chair upon becoming Chairman of the Board, valuable insight from his extensive knowledge of the Company and
the hospitality industry, and his experience in a variety of operational, sales and leadership roles. In addition, as the son
of the current Executive Chairman and the grandson of Marriott International’s founders, Mr. Marriott provides the
Board a deep understanding of the Company’s history, culture and mission.
Anthony G. Capuano Age: 56 Director since: 2021
Chief Executive Mr. Capuano was appointed CEO in February 2021. Prior to his appointment as
Officer CEO, Mr. Capuano was Group President, Global Development, Design and
Operations Services, a role he assumed in January 2020. In that role, he was
responsible for leading the Company’s global development and design efforts and
overseeing the Company’s Global Operations discipline. Mr. Capuano began his
Marriott career in 1995 as part of the Market Planning and Feasibility team.
Between 1997 and 2005, he led Marriott’s full service development efforts in the
Western U.S. and Canada. From 2005 to 2008, Mr. Capuano served as Senior
Vice President of full service development for North America. In 2008, his
responsibilities expanded to include all of U.S. and Canada and the Caribbean
and Latin America, and he became Executive Vice President and Global Chief
Development Officer in 2009. Mr. Capuano began his professional career in
Laventhol and Horwath’s Boston-based Leisure Time Advisory Group. He then
joined Kenneth Leventhal and Company’s hospitality consulting group in Los
Angeles, CA. Mr. Capuano earned his bachelor’s degree in Hotel Administration
from Cornell University. He is an active member of the Cornell Hotel Society and a
member of The Cornell School of Hotel Administration Dean’s Advisory Board.
Mr. Capuano is also a member of the American Hotel and Lodging Association’s
Industry Real Estate Financial Advisory Council.
Mr. Capuano brings to the Board, our Executive Committee, and our Inclusion and Social Impact Committee extensive
management experience with the Company, vast knowledge of the industry and the Company’s business and strategy,
and deep experience and relationships in the hospitality industry.

Isabella D. “Bella” Goren Age: 62 Director since: 2022

Former Chief Financial Ms. Goren served as Chief Financial Officer of American Airlines, Inc.
Officer, American (“American”) and its parent company, AMR Corporation, from 2010 through
Airlines, Inc. and AMR 2013. Her multifaceted career in the travel business spans 27 years and
Corporation includes both corporate and operational roles, leading to her becoming a
member of American’s executive committee in 2006. Prior to being named
CFO, she led the Customer Relationship Marketing organization, from 2003 to
2010, focused on enhanced customer service, implementation of
personalized marketing, and deployment of data analytics and customer
technology. Her responsibilities included American’s call center operations, its
website AA.com, and the AAdvantage® loyalty program. Ms. Goren joined
American as a financial analyst and held managerial positions in human
resources and revenue management before becoming the Director of Investor
Relations. She also served as President of AMR Services, a leading provider
of ground services at major airports around the world. Upon the sale of that
business, Ms. Goren assumed the leadership of American’s Customer
Services Planning functions, and her responsibilities were later expanded to
include management of Asia Pacific Operations. Prior to earning her MBA,
Ms. Goren was a chemical engineer at DuPont. She has served on the board
of General Electric Company since March 2022. She also serves on the board
of directors of MassMutual Financial Group, and previously served on the
board of directors of Gap Inc. and LyondellBasell Industries. She is also active
in community and professional organizations, including serving on the board
of directors of NACD of North Texas.

Ms. Goren brings to the Board and to our Audit Committee, which she will chair following the Annual Meeting, financial
expertise and wide-ranging global travel business experience. She has extensive experience in implementing complex
global strategies, and in leading financial functions, loyalty programs, customer service organizations and large-scale
international operations.
Ms. Goren was recommended to the Nominating and Corporate Governance Committee by a third-party search firm
that conducted a search on behalf of the Company.
Deborah Marriott Harrison Age: 65 Director since: 2014

Global Cultural Mrs. Harrison has served as the Company’s Global Cultural Ambassador
Ambassador Emeritus Emeritus since May 2019. She formerly served as the Company’s Global
Officer, Marriott Culture and Business Councils from October 2013 to May
2019, Senior Vice President of Government Affairs for the Company from June
2007 through October 2013, and Vice President of Government Affairs from
May 2006 to June 2007. Mrs. Harrison is an honors graduate of Brigham Young
University and has held several positions within the Company since 1975,
including accounting positions at Marriott headquarters and operations positions
at Key Bridge and Dallas Marriott hotels. She has been actively involved in
serving the community through participation on various committees and boards
including, but not limited to, the Mayo Clinic Leadership Council for the District of
Columbia and the boards of the Bullis School, the D.C. College Access
Program, and The J. Willard & Alice S. Marriott Foundation. She has also
served on the boards of several mental health organizations, including The
National Institute of Mental Health Advisory Board, Depression and Related
Affective Disorders Association, and the Center for the Advancement of
Children’s Mental Health in association with Columbia University. Mrs. Harrison
also served as a member of the board of directors of Marriott Vacations
Worldwide Corporation from 2011 to 2013.

As the daughter of the current Executive Chairman and the granddaughter of Marriott International’s founders, and
having held a variety of senior leadership roles at the Company, Mrs. Harrison brings to our Board and our Inclusion
and Social Impact Committee an extensive knowledge of the Company and its history, culture and mission.
Mrs. Harrison’s enthusiasm, judgment and deep experience with our Company and our culture provides the Board
valuable insight and strategic focus.

Frederick A. “Fritz” Henderson Age: 63 Director since: 2013

Former Chairman and Mr. Henderson served as Chairman and CEO of SunCoke Energy, Inc., the
Chief Executive Officer, largest U.S. independent producer of metallurgical coke for the steel industry,
SunCoke Energy, Inc. from December 2010 until his retirement in December 2017. From January
2013 through December 2017, he also was Chairman and CEO of SunCoke
Energy Partners GP LLC, the general partner of SunCoke Energy Partners,
L.P., a publicly traded master limited partnership. He previously served as a
Senior Vice President of Sunoco, Inc., a petroleum refiner and chemicals
manufacturer with interests in logistics, from September 2010 until the
completion of SunCoke Energy, Inc.’s initial public offering and separation
from Sunoco in July 2011. Prior to SunCoke/Sunoco, Mr. Henderson served
as President and CEO of General Motors (“GM”) from March 2009 until
December 2009. He held numerous other senior management positions
during his more than 25 years with GM, including President and Chief
Operating Officer from March 2008 until March 2009, Vice Chairman and
Chief Financial Officer, Chairman of GM Europe, President of GM Asia
Pacific, and President of GM Latin America, Africa and Middle East, and
served as a consultant for GM from February 2010 to September 2010. He
has served on the board of directors of Adient plc since October 2016 and on
the board of directors of Arconic Corp. since 2020. He has served on the
board of directors of Horizon Global Corporation since 2019 but announced in
March 2022 that he will not stand for re-election to that board at its annual
meeting in 2022. He chairs the board of trustees of the Alfred P. Sloan
Foundation and is a principal in the Hawksbill Group, a specialized consulting
firm. He previously served on the board of directors of Compuware
Corporation from 2011 to 2014.

Following the Annual Meeting, Mr. Henderson will become our Lead Director, chair our Nominating and Corporate
Governance Committee, and join our Executive Committee. Having served in numerous executive and board
leadership roles at other public companies throughout his career and on Marriott’s Board since 2013, he brings
significant leadership experience to our Board and extensive experience managing global strategic and operational
responsibilities. He will also continue to serve on our Audit Committee, to which he brings extensive expertise in the
fields of finance and accounting gained from his background as a chief financial officer.
Eric Hippeau Age: 70 Director since: 2016

Managing Partner, Mr. Hippeau has been Managing Partner with Lerer Hippeau, a venture
Lerer Hippeau capital fund, since June 2011 and a director and the CEO of Lerer Hippeau
Acquisition since March 2021. From 2009 to 2011, he was the Chief
Executive Officer of The Huffington Post, a news website. From 2000 to
2009, he was a Managing Partner of Softbank Capital, a technology
venture capital firm. Mr. Hippeau served as Chairman and Chief Executive
Officer of Ziff-Davis Inc., an integrated media and marketing company, from
1993 to March 2000 and held various other positions with Ziff-Davis from
1989 to 1993. Mr. Hippeau served on the board of directors of The
Huffington Post from 2006 to 2011 and Yahoo! Inc. from 1996 to 2011.
Mr. Hippeau previously served on the Starwood board of directors from
1999 to September 2016.

As the Managing Partner of Lerer Hippeau, Mr. Hippeau brings to the Board, our Human Resources and Compensation
Committee, and our Technology and Information Security Oversight Committee extensive investment and venture
capital expertise and a strong background in technology and modern media. In addition, Mr. Hippeau has significant
governance experience as a director and a deep understanding of the hospitality industry as the result of his tenure with
Starwood.

Debra L. Lee Age: 67 Director since: 2004

Former Chairman and Ms. Lee served as Chairman and CEO of BET Networks, a media and
Chief Executive Officer, entertainment subsidiary of Viacom, Inc. that owns and operates BET Networks
BET Networks and several other ventures, from January 2006 until her retirement in May 2018.
She joined BET in 1986 and served in a number of executive posts, including
President and CEO from June 2005 to January 2006, President and Chief
Operating Officer from 1995 to May 2005, Executive Vice President and
General Counsel, and Vice President and General Counsel. During her tenure,
Ms. Lee helmed BET’s reinvigorated approach to corporate philanthropy and
authentic programming that led to hits such as The New Edition Story, Being
Mary Jane, The BET Awards, Black Girls Rock!, BET Honors and many more.
Prior to joining BET, Ms. Lee was an attorney with the Washington, D.C.-based
law firm Steptoe & Johnson. She also serves on the board of directors of AT&T
Inc., Burberry Group plc., and Procter & Gamble. She previously served as a
director of WGL Holdings, Inc., Twitter, Inc., Eastman Kodak Company, and
Revlon, Inc. In addition, she has served on the board of a number of
professional and civic organizations including as Past Chair of the Advertising
Council, as the President of the Alvin Ailey Dance Theater, as a Trustee
Emeritus at Brown University, and as a member of the Board of Directors of
former President Obama’s My Brother’s Keeper Alliance. Named one of The
Hollywood Reporter’s 100 Most Powerful Women in Entertainment and
Billboard’s Power 100, Ms. Lee’s achievements have earned her numerous
accolades from across the cable industry. In 2020, Ms. Lee co-founded The
Monarch’s Collective to make it easier to diversify board rooms and upper
echelons of corporate leadership with exceptional talent.

Ms. Lee provides our Board, our Executive Committee, our Inclusion and Social Impact Committee, which she chairs,
and our Nominating and Corporate Governance Committee with proven leadership and business experience as the
former chief executive officer of a major media and entertainment company, extensive management and corporate
governance experience gained from that role as well as from her membership on the boards of other public companies,
her legal experience, and insights gained from her extensive involvement in civic, community and charitable activities.
Aylwin B. Lewis Age: 67 Director since: 2016
Former Chairman, Mr. Lewis served as Chairman, CEO and President of Potbelly Corporation,
Chief Executive Officer a franchisor of quick service restaurants, from June 2008 until his
and President, Potbelly retirement in November 2017. From September 2005 to February 2008,
Corporation Mr. Lewis was President and CEO of Sears Holdings Corporation, a
nationwide retailer. Prior to being named CEO of Sears, Mr. Lewis was
President of Sears Holdings and CEO of KMart and Sears Retail following
Sears’ acquisition of Kmart Holding Corporation in March 2005. Prior to
that, Mr. Lewis had been President and CEO of KMart since October 2004.
Mr. Lewis was Chief Multi-Branding and Operating Officer of YUM! Brands,
Inc., a franchisor and licensor of quick service restaurants including KFC,
Long John Silvers, Pizza Hut, Taco Bell and A&W, from 2003 until October
2004, Chief Operating Officer of YUM! Brands from 2000 until 2003 and
Chief Operating Officer of Pizza Hut from 1996 to 1997. He has served on
the board of directors of Voya Financial, Inc. since 2020, The Chefs’
Warehouse, Inc. since 2021, and Caliber Collison since 2021. He
previously served on the board of directors of Red Robin Gourmet Burgers,
Inc. and The Walt Disney Company. Mr. Lewis previously served on the
Starwood board of directors from 2013 to September 2016.

As a result of his numerous senior management positions at Yum! Brands, Kmart, Sears and Potbelly Corporation,
Mr. Lewis brings to the Board, our Human Resources and Compensation Committee, which he chairs, our Audit
Committee, and our Nominating and Corporate Governance Committee, which he will join after the Annual Meeting,
significant leadership experience and expertise in corporate branding, marketing, franchising and management of
complex global businesses.

Margaret M. McCarthy Age: 68 Director since: 2019
Former Executive Vice Ms. McCarthy served as Executive Vice President at CVS Health
President, CVS Health Corporation, a pharmacy healthcare provider, from November 2018 to June
Corporation
2019. From November 2010 until its acquisition by CVS Health Corporation
in November 2018, Ms. McCarthy was Executive Vice President,
Operations and Technology at Aetna Inc., a healthcare benefits company.
Ms. McCarthy also served as Chief Information Officer and Vice President
and Head of Business Solutions Delivery at Aetna. Prior to joining Aetna in
2003, Ms. McCarthy was Senior Vice President of Information Technology
at Cigna Corp. and served as Chief Information Officer at Catholic Health
Initiatives and Franciscan Health System. She also worked in technology
consulting at Andersen Consulting (now Accenture) and was a consulting
partner at Ernst & Young. Ms. McCarthy also serves on the board of
directors of Alignment Healthcare, Inc., American Electric Power Company,
Inc., and First American Financial Corporation. She previously served on
the board of Brighthouse Financial, Inc. She has also served on various
advisory boards and councils, including the MIT Center for Information
Systems Research and the Board of Trustees of Providence College.

As a result of her extensive experience managing large groups of employees, complex processes and enterprise-critical
technology, Ms. McCarthy brings to the Board, our Audit Committee, and our Technology and Information Security
Oversight Committee, which she chairs, valuable insights into areas of critical import to the operations of the Company,
including experience in information security, data privacy, and technology.
George Muñoz Age: 71 Director since: 2002
Principal, Muñoz Mr. Muñoz has been a principal in the Washington, D.C.-based investment
Investment Banking banking firm Muñoz Investment Banking Group, LLC since 2001. He has
Group, LLC
also been a partner in the Chicago-based law firm Tobin, Petkus & Muñoz
LLC (now Tobin & Muñoz) since 2002. He served as President and CEO of
Overseas Private Investment Corporation from 1997 to 2001. Mr. Muñoz
was Chief Financial Officer and Assistant Secretary of the U.S. Treasury
Department from 1993 until 1997. Mr. Muñoz is a certified public
accountant and an attorney. He serves on the board of directors of Altria
Group, Inc. and Laureate Education, Inc., and previously served on the
board of directors of Anixter International Inc. He also serves on the board
of trustees of the National Geographic Society.

Mr. Muñoz provides our Board and our Inclusion and Social Impact Committee with extensive knowledge in the fields of
finance and accounting, knowledge of international markets, legal experience, corporate governance experience and
audit oversight experience gained from his membership on the boards and audit committees of other public companies.

Horacio D. Rozanski Age: 54 Director since: 2021
President and Chief Mr. Rozanski has served as a director and the President and CEO of Booz
Executive Officer, Allen Hamilton, a global management consulting firm with experts in
Booz Allen Hamilton
analytics, digital solutions, engineering and cyber, since January 2015.
Inc.
Before assuming his current role, Mr. Rozanski served as Booz Allen’s
President and Chief Operating Officer from 2014 to 2015, Chief Operating
Officer from 2010 to 2014, Chief Strategy and Talent Officer in 2010, and
Chief Personnel Officer from 2002 through 2010. Mr. Rozanski joined Booz
Allen in 1992 and became an Executive Vice President in 2009. He serves
as chair of the board of the Children’s National Medical Center, as a
member of the board of directors of CARE USA, and as a member of the
United States Holocaust Memorial Museum’s Committee on Conscience.

Mr. Rozanski brings to the Board, our Human Resources and Compensation Committee, and our Technology and
Information Security Oversight Committee extensive organizational management expertise as well as a strong
background in technology, personnel and talent management, and strategic transformation and business strategy.
Susan C. Schwab Age: 67 Director since: 2015

Professor Emerita, Ambassador Schwab holds the title of Professor Emerita at the University of
University of Maryland Maryland School of Public Policy where she teaches international trade and
School of Public Policy has been a Professor since January 2009. She has also been a strategic
advisor to Mayer Brown LLP (a global law firm) since March 2010. She served
as the U.S. Trade Representative from June 2006 to January 2009 and as
Deputy U.S. Trade Representative from October 2005 to June 2006. Prior to
her service as Deputy U.S. Trade Representative, Ambassador Schwab
served as President and Chief Executive Officer of the University System of
Maryland Foundation from June 2004 to October 2005, as a consultant for the
U.S. Department of Treasury from July 2003 to December 2003, and as Dean
of the University of Maryland School of Public Policy from July 1995 to July
2003. Ambassador Schwab serves on the board of directors of Caterpillar Inc.
and FedEx Corporation. She previously served on the board of The Boeing
Company until her retirement in April 2021. She also serves as Vice Chair and
Trustee of The Conference Board, a member of the board of the Business
Council for International Understanding (BCIU), and as a member of the
Governing Board of the Lee Kuan Yew School of Public Policy in Singapore.

Ambassador Schwab brings unique global and governmental perspectives to the Board’s deliberations. Her extensive
experience leading large international trade negotiations positions her well to advise her fellow directors and our senior
management on a wide range of key global issues facing the Company. Ambassador Schwab’s experience in the U.S.
Government also allows her to advise the Company on the many challenges and opportunities that relate to
government relations. As a result of Ambassador Schwab’s prior business experience and current service on other
Fortune 100 corporate boards, she brings expertise to the Board, our Human Resources and Compensation
Committee, and our Technology and Information Security Oversight Committee on a wide range of strategic,
operational, corporate governance and compensation matters.

Director Attendance
The Board met six times in fiscal year 2021. The Company encourages all directors to attend the annual meeting of
stockholders. All 13 directors then serving attended the Company’s 2021 annual meeting. During fiscal year 2021, no
incumbent director attended fewer than 75 percent of the total number of meetings of the Board and committees on
which such director served (other than Ms. Goren, who joined the Board on March 1, 2022).
Governance Principles
The Board has adopted Governance Principles that provide a framework for our governance processes. The portion of
our Governance Principles addressing director independence appears below, and the full text of the Governance
Principles can be found in the Investor Relations section of the Company’s website (Marriott.com/Investor) by clicking
on “Governance” and then “Documents & Charters.” You also may request a copy from the Company’s Secretary. Our
Governance Principles establish the limit on the number of public company board memberships for the Company’s
directors at two, including the Company’s Board, for directors who are chief executive officers of public companies, and
four for other directors. Additionally, our Governance Principles provide that members of our Audit Committee should
not serve on more than three audit committees of public companies, including the Company’s Audit Committee.
Director Independence
Our Governance Principles include the following standards for director independence:
5. Independence of Directors. At least two-thirds of the directors shall be independent, provided that having fewer
independent directors due to the departure, addition or change in independent status of one or more directors is
permissible temporarily, so long as the two-thirds requirement is again satisfied by the later of the next annual
meeting of stockholders or nine months. To be considered “independent” under the listing standards of The
Nasdaq Stock Market LLC (“Nasdaq”), the board must determine that a director has no relationship that would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott. The
board has established the guidelines set forth below to assist it in determining director independence. For the
purpose of this section 5, references to “Marriott” include any of Marriott’s consolidated subsidiaries.
a. A director is not independent if: (i) the director is, or has been within the preceding three years, employed by
Marriott; (ii) the director or a family member is a current partner of Marriott’s independent auditor, or was a
partner or employee of Marriott’s independent auditor and worked on the audit of Marriott at any time during
the preceding three years; (iii) a family member of the director is, or has been within the preceding three years,
employed by Marriott as an executive officer; (iv) the director or a family member is part of an interlocking
directorate in which the director or family member is employed as an executive officer of another company
where at any time during the preceding three years a present executive officer of Marriott at the same time
serves or served on the compensation committee of that other company; (v) the director has accepted, or a
family member has accepted, during any 12-month period within the preceding three years, more than
$120,000 in compensation from Marriott, other than compensation for board or board committee service,
compensation paid to a family member who is an employee (other than an executive officer) of Marriott,
benefits under a tax-qualified retirement plan, or non-discretionary compensation; (vi) the director or a family
member is an executive officer of a charitable organization to which Marriott made discretionary charitable
contributions in the current or any of the last three fiscal years that exceed five percent of that organization’s
consolidated gross revenues for that year, or $200,000, whichever is more; or (vii) the director or a family
member is a partner in, or a controlling stockholder or executive officer of, any organization to which Marriott
made, or from which Marriott received, payments for property or services in the current or any of the last three
fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000,
whichever is more, other than payments arising solely from investments in Marriott securities or payments
under non-discretionary charitable contribution matching programs.
b. The following commercial or charitable relationships are not relationships that would impair a Marriott
director’s independence: (i) service as an executive officer of another company which is indebted to Marriott,
or to which Marriott is indebted, where the total amount of either company’s indebtedness to the other is less
than two percent of the total consolidated assets of the other company; and (ii) service by a Marriott director or
a family member solely as a non-employee director or trustee of another entity or charitable organization that
does business with, or receives charitable contributions from, Marriott. The board annually reviews each
director’s independence and makes an affirmative determination regarding the independence of each director.

c. For relationships not covered by the guidelines in paragraph (b) above, the determination of whether the
relationship would interfere with the exercise of independent judgment in carrying out the responsibilities of a
director of Marriott, and therefore whether the director would be independent, shall be made by the directors
who satisfy the independence guidelines set forth in this section 5.
The Board undertook its annual review of director independence in February 2022. As provided in the Governance
Principles, the purpose of these reviews is to determine whether any relationships or transactions are inconsistent with
a determination that the director or nominee is independent. During these reviews, the Board recognized the former
employment of Mr. David Marriott, Mrs. Deborah Harrison’s role as Global Cultural Ambassador Emeritus, and the
family relationships of Mr. J.W. Marriott, Jr., Mr. David Marriott, and Mrs. Harrison with other Company executives
discussed elsewhere in this proxy statement.
Based on the standards set forth in the Governance Principles, the Board affirmatively determined that Ms. Goren,
Mr. Henderson, Mr. Hippeau, Mr. Kellner, Ms. Lee, Mr. Lewis, Ms. McCarthy, Mr. Muñoz, Mr. Rozanski and
Ambassador Schwab are each independent of the Company and its management. In making this determination, the
Board found that none of these directors had a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director of Marriott.
Mr. J.W. Marriott, Jr., Mr. Anthony Capuano, Mrs. Deborah Harrison, and Mr. David Marriott are considered not
independent as a result of their current or former employment with the Company and/or family relationships.
Committees of the Board

The Board has six standing committees: Audit, Human Resources and Compensation, Nominating and Corporate
Governance, Inclusion and Social Impact, Technology and Information Security Oversight, and Executive. The Board
has adopted a written charter for each committee, and those charters are available on the Investor Relations section of
our website (Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.” You also may
request copies of the committee charters from the Company’s Secretary.
Audit Committee
Current Members: Frederick A. Henderson (Chair), Isabella D. Goren (since March 1, 2022), Aylwin B. Lewis, and
Margaret M. McCarthy.
• The Board has selected Ms. Goren to succeed Mr. Henderson as Chair of the Audit Committee, effective immediately
following the Annual Meeting when Mr. Henderson assumes the role of independent Lead Director. Mr. Henderson
will remain a member of the committee.
• The members of the Audit Committee are not employees of the Company. The Board has determined that the
members of the Audit Committee are independent as defined under our Governance Principles, the Nasdaq Listing
Standards and applicable SEC rules.
• The Audit Committee met six times in fiscal year 2021.
• There is unrestricted access between the Audit Committee and the independent auditor and internal auditors.
• The Board has determined that all members of the Audit Committee are financially literate, and that Mr. Henderson,
Ms. Goren, and Mr. Lewis are audit committee financial experts as defined in SEC rules.
Responsibilities include:
• Overseeing the accounting, reporting, and financial practices of the Company and its subsidiaries, including the
audits of the Company’s financial statements and the integrity of the Company’s financial statements.
• Overseeing the Company’s internal control environment and compliance with legal and regulatory requirements.
• Appointing, retaining, overseeing, and determining the compensation and services of the Company’s independent
auditor.
• Pre-approving the terms of all audit services, and any permissible non-audit services, to be provided by the
Company’s independent auditor.

• Overseeing the independent auditor’s qualifications and independence, including considering whether any
circumstance, including the performance of any permissible non-audit services, would impair the independence of the
Company’s independent registered public accounting firm.
• Overseeing the performance of the Company’s internal audit function and internal auditor.
• Reviewing the Company’s conflict of interest and related party transactions policies and procedures and reviewing
and considering for approval proposed related party transactions as provided for in those policies.
• Overseeing the Company’s efforts to promote the safety and security of guests and associates.
• Reviewing the Company’s policies governing the use of swaps and other derivative instruments, and reviewing and
approving matters related to financial derivatives, as necessary.
Human Resources and Compensation Committee

Current Members: Aylwin B. Lewis (Chair), Eric Hippeau, Horacio D. Rozanski, and Susan C. Schwab.
• The members of the Human Resources and Compensation Committee are not employees of the Company. The
Board has determined that the members of the Human Resources and Compensation Committee are independent as
defined under our Governance Principles and satisfy the standards of independence under the Nasdaq Listing
Standards for directors and compensation committee members.
• The Human Resources and Compensation Committee met eight times in fiscal year 2021.
• Overseeing the evaluation of the Company’s senior executives and reviewing and approving, subject to Board
approval in some cases, development and compensation programs for the Company’s senior executives.
• Reviewing on a periodic basis the Company’s philosophy for senior executive compensation and assessing the
continued appropriateness of the short- and long-term objectives for all components of the Company’s senior
executive compensation program, including the plans designed to accomplish these objectives.
• Approving and recommending to the Board:
• Compensation actions for the Executive Chairman, the CEO, and the President;
• Incentive compensation plans and equity-based plans; and
• Corporate officer nominations.
• Annually reviewing the compensation and benefits for non-employee directors and, as appropriate, recommending
changes to the Board.
• Overseeing the assessment of the risks relating to the Company’s compensation policies and programs and
reviewing the results of the assessment.
• Overseeing other aspects of the Company’s human resources strategies and policies, including with respect to
matters such as culture and associate engagement, talent development and retention, organizational effectiveness
and efforts to promote the personal health and well-being of associates.
• Reviewing the Executive Talent assessment conducted by the CEO and the Chief Human Resources Officer.
• Maintaining stock ownership guidelines for senior executive officers and non-employee directors and reviewing
compliance with those guidelines.
• Reviewing the Company’s plans for executive succession and making recommendations to the Board regarding
succession planning. Based on attributes identified by the Board, establishing the process for development of internal
candidates for the CEO and other senior management positions and assessing internal candidates for the position of
CEO.
• Overseeing the Company’s engagement efforts with stockholders on the subject of executive compensation.
• Overseeing administration of the Company’s clawback policy.

Nominating and Corporate Governance Committee

Current Members: Lawrence W. Kellner (Chair), Frederick A. Henderson, and Debra L. Lee.
• The Board has selected Mr. Henderson to succeed Mr. Kellner as Chair of the Nominating and Corporate
Governance Committee and has appointed Aylwin B. Lewis as a member of the committee, both effective
immediately following the Annual Meeting.
• The members of the Nominating and Corporate Governance Committee are not employees of the Company. The
Board has determined that the members of the Nominating and Corporate Governance Committee are independent
as defined under our Governance Principles and the Nasdaq Listing Standards.
• The Nominating and Corporate Governance Committee met four times in fiscal year 2021.
• Making recommendations to the Board regarding corporate governance matters, including developing and
recommending to the Board for its approval the Governance Principles.
• Reviewing, and recommending to the Board, the skills, experience, characteristics and other criteria for identifying
and evaluating directors.
• Annually evaluating Board composition to assess whether the skills, experience, characteristics and other criteria
established by the Board are currently represented on the Board as a whole, and in individual directors, and to
assess the criteria that may be needed in the future in light of the Company’s anticipated needs.
• Identifying and recruiting director candidates and reviewing the qualifications of candidates for Board membership.
• Evaluating candidates and making recommendations to the Board regarding CEO succession planning.
• Assessing the qualifications, contributions and independence of incumbent directors and making recommendations to
the Board with respect to such assessments.
• Overseeing the Board orientation and evaluation processes.
• Advising the Board on a range of matters affecting the Board and its committees, including making recommendations
with respect to committee structure, selection of committee chairs, committee assignments, and related matters
affecting the functioning of the Board.
• Reviewing the Company’s policies governing political contributions, lobbying, and personal political activities.
Inclusion and Social Impact Committee

Current Members: Board members are Debra L. Lee (Chair), Anthony G. Capuano, Deborah M. Harrison, David S.
Marriott, and George Muñoz. Various Company officers and associates also served on the
committee in 2021.
• The Inclusion and Social Impact Committee consists of at least three members of the Board, at least two of whom are
not officers or associates of the Company. The Inclusion and Social Impact Committee may also consist of officers
and associates of the Company who are not directors. At least one member of the Inclusion and Social Impact
Committee must be independent as defined under our Governance Principles and the Nasdaq listing standards.
• The Inclusion and Social Impact Committee met twice in fiscal year 2021.
• Overseeing, encouraging, and evaluating efforts undertaken by the Company to promote associate wellbeing and
inclusion, inclusive of the advancement of women and people from historically underrepresented groups throughout
the world.
• Overseeing, encouraging and evaluating efforts undertaken by the Company to promote and leverage a diverse
ownership, customer, and vendor base.
• Overseeing, encouraging, and evaluating efforts undertaken by the Company to reduce Marriott’s environmental
impact and promote positive social impact in the communities Marriott serves throughout the world.
• Overseeing, encouraging, and evaluating efforts undertaken by the Company to address environmental, social, and
governance (ESG) issues.

• Overseeing, encouraging, and evaluating efforts undertaken by the Company to communicate and enhance
stakeholder and public understanding of the Company’s commitment, efforts, and successes related to the objectives
outlined above.
Technology and Information Security Oversight Committee

Current Members: Margaret M. McCarthy (Chair), Eric Hippeau, Horacio D. Rozanski, and Susan C. Schwab.
• The members of the Technology and Information Security Oversight Committee are not employees of the Company.
The Board has determined that the members of the Technology and Information Security Oversight Committee are
independent as defined under our Governance Principles and the Nasdaq Listing Standards.
• The Technology and Information Security Oversight Committee was formed in March 2021 and met three times in 2021.
• Assisting the Board to provide oversight of, and counsel on, matters of technology and information security
(cybersecurity) and privacy, including reviewing major technology-related projects and technology architecture
decisions; assessing whether the Company’s technology programs effectively support the Company’s business
objectives and strategies; assisting the Board with oversight of information security, privacy and technology-related
risks, and management efforts to monitor and mitigate those risks; and conferring with the Board and the Company’s
leaders and senior technology, information security, and privacy teams on such matters.
Executive Committee
Current Members: J.W. Marriott, Jr. (Chair), Anthony G. Capuano, Lawrence W. Kellner, and Debra L. Lee.
• Mr. David Marriott will become the Chair of the Executive Committee upon becoming the Chairman of the Board and
Mr. Henderson will succeed Mr. Kellner as a member of the committee, effective immediately following the Annual
Meeting.
• The Executive Committee did not meet in fiscal year 2021.
• Exercising the powers of the Board when the Board is not in session, subject to specific restrictions as to powers
retained by the full Board. Powers retained by the full Board include those relating to amendments to the Certificate
and Bylaws, mergers, consolidations, sales, or exchanges involving substantially all of the Company’s assets,
dissolution and, unless specifically delegated by the Board to the Executive Committee, those powers relating to
declarations of dividends and issuances of stock.
Compensation Committee Interlocks and Insider Participation

During fiscal year 2021, the Human Resources and Compensation Committee consisted of its current members, Aylwin
B. Lewis (Chair), Eric Hippeau, Horacio D. Rozanski, and Susan C. Schwab. None of the members of the Human
Resources and Compensation Committee is or has been an officer or employee of the Company or had any
relationship that is required to be disclosed as a transaction with a related party.
Meetings of Independent Directors

Company policy requires that the independent directors meet in executive session without management present at least
twice a year. In 2021, the independent directors met five times without management present. The independent Lead
Director presides at the meetings of the independent directors.
Board Evaluation Process

The Nominating and Corporate Governance Committee oversees the design and implementation of our annual Board
and committee evaluation process. As part of this process, the directors are asked to provide their assessments of the
effectiveness of the Board and the committees on which they serve. The individual assessments are organized and
summarized for discussion with the Board and the respective committees. In addition, the Chairman of the Board, the
independent Lead Director and the CEO jointly review the contributions and performance of each director. The
evaluation process is an important determinant for Board tenure, and both the Board and the Nominating and Corporate
Governance Committee consider the results of the process as part of the nomination and selection process for both the

Board and its committees and to assess whether changes to the Board’s practices are appropriate.
The Board also reviews the CEO’s performance annually. The independent Lead Director organizes and leads the evaluation
in collaboration with the chair of the Human Resources and Compensation Committee and the Chairman of the Board.
Risk Oversight
The Board is responsible for overseeing the Company’s processes for assessing and managing risk. The Board
considers our risk profile when reviewing our annual business plan and incorporates risk assessment into its decisions
impacting the Company. In performing its oversight responsibilities, the Board receives an annual risk assessment
report from the Chief Financial Officer and Executive Vice President, Business Operations, and discusses the most
significant risks facing the Company.
As part of its risk oversight, the Board reviews the Company’s information security risk profile, including cybersecurity
and data privacy, and is informed on the specifics of the information security program on a regular basis, including
through relevant committee reports. These updates provide the Board with an overview of the Company’s overall
information security strategy along with key cybersecurity and privacy initiatives and incidents, cybersecurity risks and
threats, and changes taken by management to mitigate the Company’s risk profile.
The Board has delegated certain risk oversight functions to the Audit Committee and, with respect to information security
risk, to the Technology and Information Security Oversight Committee. In accordance with its charter, the Audit Committee
periodically reviews and discusses the Company’s business and financial risk management and risk assessment policies
and procedures with senior management, the Company’s independent auditor, and the Chief Audit Executive. The Audit
Committee incorporates its risk oversight function into its regular reports to the Board. In accordance with the Technology
and Information Oversight Committee charter, that committee oversees and reviews with management the Company’s
information security and privacy risk exposures and the steps taken to monitor and mitigate those exposures. Our Chief
Information Security Officer and our Privacy Officer regularly report to the Technology and Information Security Oversight
Committee on topics related to information security and privacy risks and readiness. Cybersecurity and privacy risks are
also discussed with the full Board, including in annual education sessions, as part of regular legal updates, and as part of
the Board’s oversight of enterprise risk management.
In addition, the Human Resources and Compensation Committee reviewed a risk assessment to determine whether the
amount and components of compensation for the Company’s associates and the design of compensation programs
might create incentives for excessive risk-taking by the Company’s associates. As explained in the CD&A below, the
Human Resources and Compensation Committee believes that our compensation programs encourage associates,
including our executives, to remain focused on a balance of the short- and long-term operational and financial goals of
the Company, and thereby reduce the potential for actions that involve an excessive level of risk.
Stockholder Communications with the Board

Stockholders and others interested in communicating with the Lead Director, the Chair of the Nominating and Corporate
Governance Committee, the Audit Committee, the non-employee directors, or any of the employee directors may do so by
email to business.ethics@marriott.com or in writing to the Business Ethics Department, Department 52/924.09, 10400
Fernwood Road, Bethesda, Maryland 20817 (if sent prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda, Maryland
20814 (if sent on or after July 25, 2022). Communications are forwarded to the appropriate directors for their review, except
that the Board has instructed the Company not to forward solicitations, bulk mail or communications that do not address
Company-related issues. The Company reports to the directors on the status of outstanding concerns addressed to the
non-employee directors, the Lead Director, the Chair of the Nominating and Corporate Governance Committee, or the Audit
Committee on a regular basis. The non-employee directors, the Lead Director, the Chair of the Nominating and Corporate
Governance Committee, or the Audit Committee may direct special procedures, including the retention of outside advisors
or counsel, for any concern addressed to them.
Code of Ethics and Business Conduct Guide

The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our
Chairman of the Board, CEO, Chief Financial Officer, and Principal Accounting Officer, and to each member of the
Board. The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations
section of our website (Marriott.com/investor) by clicking on “Governance” and then “Documents & Charters.” We
intend to post on that website any future changes or amendments to our Code of Ethics, and any waiver of our Code of
Ethics that applies to our Chairman of the Board, any of our executive officers, or a member of our Board, within four
business days following the date of the amendment or waiver.

Audit Committee Report and Independent Auditor Fees
AUDIT COMMITTEE REPORT AND INDEPENDENT AUDITOR FEES

Report of the Audit Committee
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the
primary responsibility for the financial statements, the reporting process, and maintaining an effective system of internal
controls over financial reporting. The Company’s independent auditor is engaged to audit and express opinions on the
conformity of the Company’s financial statements to accounting principles generally accepted in the United States and
the effectiveness of the Company’s internal control over financial reporting.
In this context, the Audit Committee has reviewed and discussed the audited financial statements together with the
results of management’s assessment of internal controls over financial reporting with management and the Company’s
independent auditor. The Audit Committee also discussed with the independent auditor those matters required to be
discussed by the independent auditor with the Audit Committee under applicable requirements of the Public Company
Accounting Oversight Board (“PCAOB”). The Audit Committee has received the written disclosures along with the
annual communication of independence, including direct discussion with the independent auditor, in accordance with
the applicable requirements of the PCAOB.
Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the
Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2021, for filing with the SEC.
Members of the Audit Committee:
Frederick A. Henderson (Chair)
Aylwin B. Lewis
Margaret M. McCarthy
George Muñoz*
*Mr. Muñoz was a member of the Audit Committee during 2021. He rotated off the committee at the end of
February 2022, and Isabella D. Goren was appointed to the Audit Committee effective March 1, 2022. As
Ms. Goren did not serve on the Audit Committee at the time the committee recommended that the audited financial
statements be included in the 2021 Form 10-K, she is not a signatory to this report.
Pre-Approval of Independent Auditor Fees and Services Policy

The Audit Committee’s Pre-Approval of Independent Auditor Fees and Services Policy provides for pre-approval of all
audit, audit-related, tax and other permissible non-audit services provided by our independent auditor on an annual
basis and additional services as needed. The policy also requires additional approval of any engagements that were
previously approved but are anticipated to exceed pre-approved fee levels. The policy permits the Audit Committee
Chair to pre-approve independent auditor services with estimated fees up to $100,000 (provided that the Audit
Committee Chair reports to the full Audit Committee at the next meeting on any pre-approval determinations).

Audit Committee Report and Independent Auditor Fees
Independent Registered Public Accounting Firm Fee Disclosure

The following table presents fees for professional services rendered by our independent registered public accounting
firm for the audit of our annual financial statements for 2021 and 2020 and fees billed for audit-related services, tax
services and all other services rendered by our independent registered public accounting firm for 2021 and 2020. The
Audit Committee approved all of the fees presented in the table below.
Independent Registered Public Independent Registered Public

Accounting Firm Fees Paid Accounting Firm Fees Paid
Related to 2021 Related to 2020
Ernst & Young LLP Ernst & Young LLP
Audit Fees:
Consolidated Audit(1) $ 7,194,000 $ 9,740,000
International Statutory Audits(2) 2,333,000 2,174,000
9,527,000 11,914,000
Audit-Related Fees(3) 824,000 830,000
Tax Fees(4) 632,000 601,000
All Other Fees(5) — —
Total Fees $ 10,983,000 $ 13,345,000
(1) Principally fees for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control
over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the auditors’ review of the Company’s quarterly
financial statements, and services provided in connection with the Company’s regulatory filings.
(2) Fees for statutory audits of our international subsidiaries.
(3) Principally audits as required under our agreements with our hotel owners.
(4) Principally tax compliance services related to our international entities.
(5) Principally fees for assessment of internal audit activities.

Executive and Director Compensation
EXECUTIVE AND DIRECTOR COMPENSATION

Report of the Human Resources and Compensation Committee
Marriott is consistently recognized as a global hospitality leader. The Company believes that building a culture of strong
and consistent leadership is the key to long-term success in the hospitality industry, and such leadership was crucial in
navigating the unprecedented challenges and changes that defined 2021. Throughout the year, the Company
continued to navigate its response to the COVID-19 pandemic and its impact on our industry, including the migration of
critical talent to industries less impacted by the pandemic. At the same time, each of our NEOs assumed significant
new responsibilities, with some NEOs promoted into new roles following the unexpected passing of Mr. Sorenson in
February 2021 and other NEOs transitioning into expanded roles as we completed the consolidation of Marriott’s
continent lodging business structure. Each of the NEOs is a long-standing member of our senior management team,
averaging over 25 years of hospitality experience with the Company, and, in 2021, made significant contributions to
achieving the Company’s immediate financial and business priorities, while driving strategic Company expansion.
Our Company’s culture is reflected in, and reinforced by, the design and implementation of the Company’s executive
compensation program, which emphasizes the following principles:
• There should be a strong correlation between NEO pay and Company performance. Therefore, a substantial portion
of NEO pay should be tied to achieving key performance goals.
• NEOs should be paid in a manner that contributes to long-term stockholder value. Therefore, equity compensation
should be the most significant component of each NEO’s total pay opportunity.
• Compensation should be designed to motivate the NEOs to perform their duties in ways that will help the Company
meet its short-term and long-term objectives. Therefore, compensation should consist of an appropriate mix of the
following compensation elements: cash and non-cash, annual and multi-year, and performance-based and service-
based.
• The executive compensation program must be competitive so that the Company can attract key talent from within and
outside of our industry and retain key talent at costs consistent with market practice. Therefore, compensation should
reflect market data, individual performance, and internal pay equity considerations, including the ratio of the CEO’s
compensation to the other NEOs’ compensation.
The Human Resources and Compensation Committee (the “Committee”), which is composed solely of independent
members of the Board, assists the Board in fulfilling its responsibilities relating to the Company’s compensation and
human resources policies and practices, including matters related to executive development, director and executive
compensation and benefits, management succession planning, and talent development and retention. As part of its
responsibilities, the Committee oversees the Company’s executive compensation programs, which are designed to
enable the Company to attract, retain and motivate executives capable of establishing and implementing business
plans in the best interests of the stockholders. The Committee, on behalf of and, in certain instances, subject to the
approval of the Board, reviews and approves compensation programs for certain senior officers. In this context, the
Committee reviewed and discussed with management the Company’s CD&A required by Item 402(b) of SEC
Regulation S-K. Following the reviews and discussions referred to above, the Committee recommended to the Board
that the CD&A be incorporated by reference in the Company’s Annual Report on Form 10-K and included in this proxy
statement.
Members of the Human Resources and Compensation Committee:
Aylwin B. Lewis (Chair)
Eric Hippeau
Horacio D. Rozanski
Susan C. Schwab

Compensation Discussion and Analysis

This section discusses the Company’s executive compensation program for the following NEOs for 2021:
Anthony G. Capuano Chief Executive Officer (effective February 2021)

Stephanie C. Linnartz President (effective February 2021)
Kathleen K. Oberg Chief Financial Officer and Executive Vice President, Business Operations
William P. Brown Group President, United States and Canada
Craig S. Smith Group President, International
Arne M. Sorenson Former President and Chief Executive Officer until his passing on February 15, 2021
Overview
In 2021, Marriott’s leadership and the Committee navigated unprecedented challenges and changes that defined the
year, including the ongoing effects of the COVID-19 pandemic on our business and industry, the unexpected passing of
our long-time President and CEO, the implementation of the Company’s succession plans, pressures from the migration
of critical talent to industries less impacted by the pandemic, and the consolidation of Marriott’s continent lodging
business structure.
Throughout these challenges and changes, the Committee maintained the Company’s compensation philosophy and
principles, which emphasize the preservation and creation of long-term value for stockholders. Key compensation
decisions for 2021 are highlighted below and discussed in more detail in the sections that follow. In order to provide
transparency for stockholders, decisions made in early 2021 were also disclosed in our 2021 proxy filing in the section
“2021 Incentive Plan Decisions.”
• 2021 Annual Cash Incentive Program: Performance factors were redesigned to include a focus on 2021 Adjusted
EBITDA as the most critical financial metric for the Company’s business recovery (weighted 60%) and a unifying
component (weighted 40%) aligned with Marriott’s “Here to Stay” strategic recovery theme across three critical
Company stakeholders: Associates, Customers and Owners/Franchisees, to be evaluated on a quantitative and
qualitative basis. See “Annual Incentives” for additional details.
• 2021-2023 PSUs: Performance factors were redesigned to focus on 2023 Adjusted EBITDA with a wider target range
in acknowledgement of the difficulty of predicting the COVID-19 pandemic’s impact on how and when our customers
will resume their business and travel needs. For the 2021-2023 PSUs, the Committee also implemented a three-year,
relative TSR modifier of up to +/-20% to further align awards with stockholder value.
• 2021 Target Compensation Opportunity: In keeping with historical best practice, determinations of 2021 NEO
compensation targets were made at the Committee’s February 2021 meeting based on consideration of external
market data, internal equity, tenure and individual performance. The Committee’s determinations took into
consideration the changes to our continent lodging business structure, which was consolidated under two Group
Presidents, William Brown and Craig Smith. Similar to prior years, the external market data for 2021 includes several
broad, revenue-based surveys as well as a custom survey of comparator group companies specifically selected by
the Committee. See “Market Data” for additional details.
• Succession-Related Actions: Mr. Sorenson unexpectedly passed away on February 15, 2021, shortly after the
Committee’s February 2021 meeting, requiring the Board’s implementation of the Company’s succession plans. As a
result, the Committee set the compensation for the new CEO and the new President, giving consideration to external
market data. The Committee also determined to provide a payment to Mr. Sorenson’s estate in lieu of the equity
awards that had been previously approved and communicated to Mr. Sorenson.
• Supplemental Equity Awards: Supplemental equity awards are infrequent by design. The Committee exercises
restraint when determining what warrants a supplemental award and carefully considers the specific circumstances
and rationale before making such awards. In February 2021, in order to recognize the significant effort and
accomplishments during 2020 and to motivate the management team to drive future stockholder value through
achievement of Marriott’s business recovery strategy, the Committee granted a supplemental, Stockholder Value
PSU award to certain executives, including each of our NEOs other than Mr. Sorenson. These awards are 100%
performance-contingent and are only paid, if at all, based on three-year, relative TSR. In August 2021, the Committee

awarded Ms. Oberg a grant of restricted stock units in recognition of her significant value to the Company as well as
the Company’s need to retain critical talent during a transformative and unprecedented year. The RSUs vest in two
equal installments on August 15, 2023 and August 15, 2025, subject to Ms. Oberg’s continued employment through
such dates, and are not eligible for retirement-related vesting.
2021 Performance Payouts at a Glance

Consistent with historical practice, in early 2022, the Committee determined payouts for incentive programs that ended
in 2021. No adjustments were made to payout calculations for 2019-2021 PSUs, even though the goals were set prior
to the COVID-19 pandemic.
• Annual Incentives: The annual cash incentive program resulted in an overall above target but below maximum payout
for each NEO for 2021, other than Mr. Sorenson who ceased participating in the annual cash incentive program upon
his passing. Specifically, the Committee noted that the Company achieved Adjusted EBITDA (defined below) of
approximately $2.28 billion, which increased by nearly 100% over the prior year and was above the maximum
achievement level of $2.2 billion for the Company-wide financial metric established under the annual cash incentive
program at the beginning of the year. The Committee also approved payouts of the Here-To-Stay component at
175% of target for each participating NEO based on its assessment of the results of Marriott’s “Here to Stay” strategic
recovery theme across three critical Company stakeholders: Associates, Customers and Owners/Franchisees.
Specifically, the Committee noted Company-wide associate engagement results exceeded the “Best Employer”
benchmark, most customer measures exceeded goals and all owner/franchisee metrics exceeded goals set at the
beginning of the year.
• 2019-2021 PSUs: PSUs granted in 2019 were earned at an overall payout of 28% of target based on performance
against pre-established, equally weighted goals, consisting of Global Gross Room Openings (84% of target
achieved), Adjusted Global Operating Income (0% of target achieved), and Loyalty Active Member Growth (0% of
target achieved) all measured over the three-year performance period ending in 2021. Despite the 0% payouts for
Adjusted Global Operating Income and Loyalty Active Member Growth, which were driven by the impacts of
COVID-19 and largely out of the control of management, the Committee did not make any adjustments to the goals or
the performance results.
Leadership Transitions
Following Mr. Sorenson’s passing, the Board elected Anthony Capuano to serve as CEO of the Company and as a
member of the Board. Mr. Capuano had previously served as Group President, Global Development, Design and
Operations Services. The Committee recommended, and the Board approved, Mr. Capuano’s 2021 annual base salary
as CEO at $1.3 million, set his target award under the 2021 Annual Incentive program at 200% of base salary and
approved 2021 annual stock awards with an aggregate grant date value of $9.0 million. At the same time, the Board
also appointed Stephanie Linnartz to serve as President of the Company with responsibility for developing and
executing all aspects of the Company’s global consumer strategy as well as the intersection of technology and
hospitality. She also has responsibility for the global development, global design and operations services
disciplines. Ms. Linnartz had previously served as Group President, Consumer Operations, Technology and Emerging
Businesses. For her service as President, the Committee recommended, and the Board approved, her 2021 annual
base salary at $1.0 million, set her target award under the 2021 Annual Incentive program at 100% of base salary and
approved 2021 annual stock awards with an aggregate grant date value of $6.5 million. For the CEO and the President,
the Committee maintained a mix (based on the target values) of 50% PSUs, 25% SARs and 25% RSUs. In addition,
after considering Mr. Capuano’s and Ms. Linnartz’s strategic impact in driving future stockholder value through
achievement of Marriott’s business recovery strategy, and after evaluating market compensation data, the Committee
recommended, and the Board approved, Stockholder Value PSUs with a grant date value of $3.5 million for
Mr. Capuano and of $2.0 million for Ms. Linnartz. As described below, these Stockholder Value PSUs are intended to
be one-time, performance-contingent awards, and not part of the executives’ annual compensation in future years.
Each of our other NEOs also took on new or expanded responsibilities over the course of 2021. In early 2021, the
Company consolidated the continent lodging business structure under two leaders, William Brown, as Group President,
United States and Canada, and Craig Smith, as Group President, International. In addition, in recognition of Kathleen
Oberg’s critical responsibilities, she was appointed Chair of our Global Operating Committee, which consists of senior
Company leaders who support our business operating platform and plays a central role in assessing competitive trends
and determining the Company’s long-range plan and actions.

Supplemental Stock Awards

Supplemental stock awards are infrequent and are only considered in recognition of special performance, promotions,
or assumption of additional responsibilities, to retain key talent or as a sign-on employment inducement.
The Committee recognized that, due to the impact of the COVID-19 pandemic on our business in 2020, our NEOs’
compensation was significantly reduced in line with our pay-for-performance philosophy. At the same time, each of our
NEOs made extraordinary contributions to the Company during the unprecedented challenges of the year, including
managing the Company’s financial structure to preserve liquidity and access to capital; developing innovative and
enhanced approaches to customer service, including guest experience technologies and cleaning protocols; mitigating
potential harm to the Company culture and human capital; and working closely with hotel owners and franchisees to
help address their financial and operational concerns.
Although the Committee determined that our compensation results were appropriate under our pay-for-performance
philosophy, it also determined that it was appropriate to recognize the significant effort and accomplishments of our
management team and to motivate them in future years by providing a supplemental performance-oriented pay
opportunity. Accordingly, in February 2021, the Committee determined to grant a supplemental, Stockholder Value PSU
award to certain executives, including to our NEOs (other than Mr. Sorenson), at the same time they received their
annual awards. The Stockholder Value PSUs are designed to emphasize future long-term stockholder value through
achievement of Marriott’s business recovery strategy despite unprecedented challenges to the travel and hospitality
industry from the ongoing COVID-19 pandemic. These awards are 100% performance-contingent and vest, if at all,
after a 2021 – 2023 performance period, with the number of shares that may be earned based on the relative ranking of
the Company’s three-year TSR performance measured against a performance peer group consisting of companies
competing in the travel and hospitality industries. Stockholder Value PSU award values for our NEOs range from
$1.5 million to $3.5 million. The Committee reviewed external market data and considered the impact on total
compensation compared to market median pay levels. The Committee determined that these Stockholder Value PSUs
are aligned with Marriott’s compensation principles of emphasizing performance-based compensation and long-term
value for stockholders. In designing and making these awards, the Committee took into account the following
objectives: support Marriott’s business recovery strategy, recognize management’s accomplishments in responding to
the COVID-19 pandemic, align with the Company’s long-range succession planning needs, and retain a strong and
consistent leadership team when our competitors for talented executives include industries that have not been as
severely impacted by the pandemic.
In addition, in August 2021, the Committee awarded Ms. Oberg a grant of RSUs with a grant date value of $5.0 million.
These RSUs were granted both in recognition of Ms. Oberg’s significant value to the Company as well as the
Company’s need to retain critical talent during a transformative and unprecedented year, given the ongoing COVID-19
pandemic and the unanticipated passing of Mr. Sorenson. The RSUs vest evenly in two equal installments on
August 15, 2023 and August 15, 2025, subject to Ms. Oberg’s continued employment through such dates, and are not
eligible for retirement-related vesting. The ultimate value that Ms. Oberg realizes from this grant will depend on our
share price at the time of vesting, thus aligning Ms. Oberg’s interests with those of our stockholders over the four-year
vesting period.
2021 Compensation in Detail

Base Salary
Following the passing of Mr. Sorenson and the appointment of the new CEO and new President, the Committee
reviewed external market data and recommended, and the Board approved, the following base salary levels for
Mr. Capuano, Ms. Linnartz and Ms. Oberg. Prior to Mr. Sorenson’s passing, Mr. Brown and Mr. Smith each also
received salary increases, based on their new roles within the Company.
2021 Base Salary ($)

Anthony G. Capuano 1,300,000
Stephanie C. Linnartz 1,000,000
Kathleen K. Oberg 900,000
William P. Brown 750,000
Craig S. Smith 750,000

Annual Incentives
To promote growth and profitability, the Company’s annual cash incentive program is based on actual performance
measured against pre-established financial and business operational targets. The annual cash incentive design
rewards executives for achieving annual Company performance objectives that support long-term financial and
operational success.
As reflected in the following table, target awards under the annual cash incentive program were 200% of salary for
Mr. Capuano, 100% for Ms. Linnartz and Ms. Oberg, and 75% for Mr. Smith and Mr. Brown. In setting the target
awards, the Committee considered the new roles and expanded responsibilities of each NEO, reviewed market data for
each position and determined that the incentive amounts payable upon achievement of target performance levels would
result in total cash compensation (base salary plus annual incentive) that would be at or near the 50th percentile of a
broad-based and select group of companies described in the discussion of Market Data below.
Target Award as a
Name % of Salary
Anthony G. Capuano 200
Stephanie C. Linnartz 100
Kathleen K. Oberg 100
William P. Brown 75
Craig S. Smith 75
The annual cash incentive program performance factors are intended to establish high standards consistent with the
Company’s quality goals, which are designed to be achievable, but not certain to be met. The Company believes that
these factors are critical to achieving success within the hospitality and service industry.
Awards under the 2021 Annual Incentive Plan are subject to achieving a threshold Adjusted EBITDA level and no
awards are earned unless the Company’s Adjusted EBITDA for the year equals or exceeds $1.1 billion. Once this
threshold is met, each participating NEO’s award is calculated based on the achievement of Company, and in certain
cases, segment-specific, Adjusted EBITDA (weighted 60%) and both a quantitative and qualitative evaluation of
strategic goals aligned with Marriott’s “Here to Stay” strategic theme across three critical Company stakeholders:
Associates, Customers and Owners/Franchisees (weighted 40%). These financial, operational and strategic goals are
described more fully below.
Financial Component (60% weighting)

Performance Goal Performance Target Payout as a Percent of Target
Company Adjusted EBITDA(1)(2) Less than $1.1 billion 0%

At least $1.1 billion 25%
At least $1.2 billion, but less than $2 billion 100%
$2.2 billion or greater 200%
(1) If the achievement falls between stated Adjusted EBITDA performance levels either above the upper end of the target range or below the
lower end of the target range, the incentive payment is interpolated between the corresponding incentive levels.
(2) Adjusted EBITDA under the Annual Incentive Plan is calculated as the non-GAAP measure that Marriott reports to investors as Adjusted
EBITDA, subject to certain additional adjustments, if applicable for such year.

The Adjusted EBITDA target for Mr. Capuano, Ms. Linnartz and Ms. Oberg is based entirely on Company-wide
performance. For Mr. Smith and Mr. Brown, 30% of their Annual Incentive Plan target for this financial component is
based on Company-wide performance, as set forth in the table above, and the remaining 30% is calculated based on
United States and Canada Adjusted EBITDA, defined below (for Mr. Brown), and on International Adjusted EBITDA,
defined below (for Mr. Smith), in each case as compared to preestablished targets. These targets were set at levels that
would require year-over-year growth for these segments to achieve a target payout for this metric and would require
significant effort from each NEO helping to drive the success of these business segments.
“Here to Stay” is Marriott’s unifying strategic theme for business recovery and is intended to measure progress against
key Company-wide quantitative and qualitative business objectives for all participating NEOs. All of the goals in this
component emphasize near-term and long-term actions critical to our continued success. The ongoing pandemic made
it impossible to develop robust, quantitative payout curves for certain heavily impacted goals like guest satisfaction
(which is based on year-over-year improvement) or room growth. In aggregate, since the “Here to Stay” objectives are
critical to the Company’s success, the Committee determined to weight them at 40% of the overall annual incentive
plan.
“Here to Stay” Component (40% weighting)

Associate Customer Owner/Franchisee
• associate engagement survey • guest satisfaction survey results • development of renovation brand
results standards considering the impact
• new credit card accounts
of the global pandemic
• diversity and inclusion goals
• growth of active Marriott Bonvoy
• achievement of room growth
• safety and cleanliness protocols members
targets
implemented as a result of the
• rate of direct channel bookings
global pandemic
In determining the “Here to Stay” component payout level following year-end, the Committee took a holistic view of the
Company’s achievement of the business objectives described above, as well as other accomplishments in these key
areas as described in the table below, with no specific weightings applied to any objective or accomplishments.
2021 Accomplishments
• Navigated the uneven impact of the Covid-19 pandemic as new variants emerged during the year
• Associate engagement survey results exceeded the “Best Employer” benchmark
• Met or exceeded diversity and inclusion goals
• Signed approximately 92,000 rooms, of which more than 50,000 were in international markets and more than 40
percent were in the upper upscale and luxury tiers
• Managed complexities impacting our associates and guests introduced by vaccine implementation
• Addressed staffing challenges as the now long-term global pandemic has had a significant impact on the entire
hospitality industry and beyond
• Adjusted to new pandemic-related guest demands and implemented new programs to address these demands
• Exceeded goals for combined hotel revenue and co-brand credit card new accounts and spend
• Exceeded goals for Marriott Bonvoy loyalty member engagement and enrollments
• Improved Marriott Bonvoy elite member appreciation scores
• Achieved certain cyber-security and technology-related goals

2021 Company Rewards and Recognitions

• Best Places to Work for Disability Inclusion, named by Disability:IN
• DiversityInc Hall of Fame Companies, DiversityInc
• America’s Best Employers for Diversity, Forbes
• America’s Best Employers for New Graduates, Forbes
• America’s Best Employers for Women, Forbes
• America’s Best Employers for Veterans, Forbes
• World’s Best Employers, Forbes
• World’s Most Admired Companies, Fortune
• Fortune 100 Best Companies to Work For®, Great Place to Work®, Fortune
• Best Big Companies to Work For™, Great Place to Work®, Fortune
• Best Workplaces for Women™, Great Place to Work®, Fortune
• PEOPLE Companies that Care®, Great Place to Work®, PEOPLE
• 2021 HACR CII 5-Star Rated Companies (Governance), Hispanic Association on Corporate Responsibility (HACR)
• Best Places to Work for LGBTQ Equality, Human Rights Campaign Foundation
• 50 Best Companies for Latinas to Work for in the U.S., LATINA Style
• Leading Disability Employer Seal, National Organization on Disability
• 100 Best Companies, Seramount
• Best Companies for Dads, Seramount
• Top Companies for Executive Women, Seramount
• Corporate Bridge Builder Award, Tanenbaum Center for Interreligious Understanding
• Top 250 Best-Managed Companies of 2021, The Wall Street Journal
The table below outlines the performance achieved and the aggregate actual payout approved by the Committee as a
percentage of target under the 2021 Annual Incentive Plan.
Company-wide Financial Component(1) “Here to Stay” Component Actual Payout as a Percent of

(60% of total bonus) (40% of total bonus) Target(2)
200% 175% 190%

(1) 50% of the financial component portion for Messrs. Brown and Smith were based on United States and Canada Adjusted EBITDA and on
International Adjusted EBITDA, respectively. United States and Canada Adjusted EBITDA achieved a 200% payout as a percent of target
and International Adjusted EBITDA achieved a 128% payout as a percent of target. United States and Canada Adjusted EBITDA and
International Adjusted EBITDA are non-GAAP metrics calculated in a manner similar to the Company-wide Adjusted EBITDA described
above except that they only include items related to the respective geographic region.
(2) Actual payout as a percent of target is 190% for NEOs (excluding Mr. Sorenson), with the exception of Mr. Smith who achieved 168%.
Long-Term Incentive Awards

Annual Stock Awards
The Company annually grants equity compensation awards to the NEOs under the Marriott International, Inc. Stock and
Cash Incentive Plan (the “Stock Plan”) to link NEO pay to long-term Company performance and to align the interests of
NEOs with those of our stockholders. In setting target award values, the Committee considered the new roles and
expanded responsibilities of each executive officer, reviewed market data for each position, and determined that

aggregate target award values for the NEOs as a group would result in total direct compensation (base salary plus target
annual incentive plus target equity awards) that would be at or near the 50th percentile of a broad-based and select
group of companies described in the discussion of Market Data below, with variation above or below the 50th percentile
by individual to reflect strategic impact, internal pay equity, tenure, and individual performance. The target values of the
awards granted to the NEOs listed below are set forth in the following table (amounts shown in the Summary
Compensation Table reflect actual grant date fair value as determined in accordance with accounting guidance):
2021 Target Value of

Annual
Stock Awards ($)
Anthony G. Capuano 9,000,000
Stephanie C. Linnartz 6,500,000
Kathleen K. Oberg 3,500,000
William P. Brown 2,250,000
Craig S. Smith 2,250,000
The above listed NEOs’ annual stock awards for 2021 were granted in a mix (based on the target values) of 50% PSUs,
25% SARs and 25% RSUs for each of our CEO and our President and 40% PSUs, 30% SARs and 30% RSUs for the
other NEOs, which is unchanged from the mix for 2020 stock awards for these positions. The Committee determined
that the 2021-2023 PSUs will be earned after three years contingent on achievement of 2023 Adjusted EBITDA
performance targets to drive growth and Company profitability. Zero PSUs will be earned if 2023 Adjusted EBITDA falls
below a specified level, with the potential for target or above target payouts if 2023 Adjusted EBITDA equals or exceeds
the target performance level. To ensure that any above target payout is also well-aligned with results for stockholders,
the 2021-2023 PSUs are subject to a relative TSR modifier. If 2023 Adjusted EBITDA equals or exceeds the target
performance level, then the resulting number of shares ultimately earned will be modified up or down by up to 20%
depending on the Company’s relative three-year TSR performance, measured against a performance peer group
consisting of companies competing in the travel and hospitality industries. See “Market Data” for additional details about
the performance peer group. In selecting these two PSU performance measures, the Committee considered alignment
with the Company’s business strategy, creation of long-term value for stockholders, and ensuring appropriate balance
with 2021 Annual Incentive measures. The Committee considers the 2023 Adjusted EBITDA measure for PSUs to be
different from the 2021 Adjusted EBITDA measure used for the Annual Incentive Plan. These measures cover different
performance time periods, but they also support distinct strategic objectives. The PSU measure aligns with Marriott’s
long-term business recovery as a leader in the hospitality industry, while the Annual Incentive measure focuses on
Marriott’s near-term profitability.
Mr. Sorenson’s Long-Term Incentives

The Committee recommended, and the Board approved, 2021 long-term equity awards for Mr. Sorenson with a grant
date value of $11.5 million. However, Mr. Sorenson unexpectedly passed away before the grant date. The Committee
recognized that the awards had been communicated to Mr. Sorenson and that after the grant date pursuant to their
standard terms, such awards would have fully vested upon Mr. Sorenson’s death. Accordingly, the Committee
recommended to the Board and the Board determined to honor the significant transformational contributions that
Mr. Sorenson provided the Company during his tenure as President and CEO by making an equivalent cash payment
to his estate in lieu of the equity awards that had been approved for 2021.
Grant Timing and SAR Exercise Price

The Company typically grants annual stock awards each year on the second trading day following the Company’s
annual earnings conference call for the prior fiscal year. This timing is designed to avoid the possibility that the
Company could grant stock awards prior to the release of material, non-public information that may result in an increase
or decrease in its stock price, even though the dollar value of the equity awards to executives is established in early
February. Similarly, supplemental stock awards may be granted throughout the year, but not during Company-imposed
trading black-out periods in Company stock. In 2021, the annual stock awards and the Stockholder Value PSUs were
granted at the same time in February 2021, following the earnings conference call, and the supplemental RSUs granted
to Ms. Oberg in August 2021 also met our established grant timing principles.

Executives derive value from their SARs based on the appreciation in the value of the underlying shares of Company
stock. For purposes of measuring this appreciation, the Company sets the exercise or base price as the average of the
high and low quoted prices of the Company stock on the date the awards are granted. This average price valuation is
common practice and offers no inherent pricing advantage to the executive or the Company.
Other Compensation
Perquisites
The Company offers very limited perquisites to its executives. The Company offers, consistent with practices within the
hospitality industry, complimentary rooms, food and beverages at Company-owned, operated, or franchised hotels and
the use of hotel-related services such as Marriott-managed golf and spa facilities while on personal travel. The
Company offers these benefits to encourage executive officers to visit and personally evaluate our properties. In
addition, to enhance their efficiency and maximize the time that they can devote to Company business, NEOs are
permitted to use the Company’s aircraft for personal travel in limited circumstances. The value of these benefits is
included in the executives’ wages for tax purposes, and the Company does not provide tax gross-ups to the executives
with respect to these benefits. None of the NEOs used the Company’s aircraft for personal travel during 2021.
Other Benefits
Executives may participate in the same Company-wide benefit programs offered to all eligible U.S. associates. Some
programs are paid for solely by the enrollees (including executives), such as 401(k) plan elective deferrals, vision
coverage, long-term and short-term disability, group life and accidental death and dismemberment insurance, and
health care and dependent care spending accounts. Other benefit programs are paid for or subsidized by the Company
for all enrollees such as the 401(k) Company match, group medical and dental coverage, $50,000 Company-paid life
insurance, business travel accident insurance and tuition reimbursement.
Nonqualified Deferred Compensation Plan

In addition to a tax-qualified 401(k) plan, the Company offers the NEOs and other senior management the opportunity
to supplement their retirement and other tax-deferred savings under the Marriott International, Inc. Executive Deferred
Compensation Plan (“EDC”). The Company believes that offering this plan to executives is critical to achieve the
objectives of attracting and retaining talent, particularly because the Company does not offer a defined benefit pension
plan. The EDC, including each NEO’s benefits under the EDC and the Company’s 2021 contributions to the EDC, is
described below in the “Nonqualified Deferred Compensation for Fiscal Year 2021” section. Due to the impact of the
COVID-19 pandemic on our business, the Company did not make any Company contributions to the EDC for 2021.
Change in Control
The Company provides limited, “double trigger” change in control benefits under the Stock Plan and the EDC upon an
NEO’s qualifying termination of employment in connection with a change in control of the Company, as described below
in the “Potential Payments Upon Termination or Change in Control” section. The Committee believes that, with these
carefully structured benefits, the NEOs are better able to perform their duties with respect to any potential proposed
corporate transaction without the influence of or distraction by concerns about their employment or financial status. In
addition, the Committee believes that stockholder interests are protected and enhanced by providing greater certainty
regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions.
The Company does not provide tax gross-ups on these benefits and limits the Stock Plan benefits to avoid adverse tax
consequences to the Company. Specifically, the Stock Plan benefits are subject to a cut-back, so that the benefit will
not be provided to the extent it would result in the loss of a tax deduction by the Company or imposition of excise taxes
under the “golden parachute” excess parachute payment provisions of the Internal Revenue Code. The discussion of
Potential Payments Upon Termination or Change in Control below includes a table that reflects the year-end intrinsic
value of unvested stock awards and cash incentive payments that each NEO employed as of year-end would receive if
subject to an involuntary termination of employment in connection with a change in control.

Compensation Process and Policies

2021 “Say-on-Pay” Vote and Stockholder Engagement
At the Company’s 2021 annual meeting, stockholders once again expressed substantial support for the compensation of
our NEOs with approximately 97% of the votes cast for approval of the “say-on-pay” advisory vote on our 2020 NEO
compensation. The Committee also reviewed with its compensation consultant, Pearl Meyer (the “Compensation
Consultant”), the elements and mix of annual and long-term executive officer compensation, the external compensation
market data described below, and the long-term effectiveness of the Company’s compensation programs. Based on the
foregoing, the Committee determined that the structure and operation of the executive compensation program have been
effective in aligning executive compensation with long-term stockholder value, and therefore determined to maintain the
basic structure of the program.
The Company values the perspectives of its stockholders and regularly engages with the investment community on a
variety of topics including the Company’s business, strategies, financial results and other topics suggested by
stockholders. These meetings, which include individual meetings, group meetings and participation at conferences,
provide valuable feedback from stockholders on an ongoing basis.
Stock Ownership Policies
The Company reinforces its performance-based and long-term philosophy through its stock ownership policy which
requires that, within five years of becoming subject to the policy, each currently employed NEO own Company stock
with a total value equal to a multiple of three to six times his or her individual salary grade midpoint. Each active NEO
has already met this requirement or is on track to meet it within the five-year timeline.
1x 2x 3x 4x 5x 6x 7x 8x 9x 10x
CEO
A. Capuano
President
S. Linnartz
Other NEOs
K. Oberg
L. Brown
C. Smith
Other NEOs President CEO

Requirement Requirement Requirement
Holdings as of 3/1/2022 as a multiple of the salary grade midpoint using a 3-year trailing average stock price of $129.00.
We have adopted a number of related policies that further reflect alignment with long-term stockholder value.
• NEOs and directors are required to retain 50% of the net after-tax shares received under any equity awards until they
satisfy the required stock ownership levels.
• The Company prohibits all associates, including the NEOs, and directors from engaging in short sale transactions
related to Marriott stock.
• PSUs and RSUs do not provide for accelerated distribution of shares upon retirement to ensure that executives have
a continuing stake in the Company’s performance beyond the end of their employment, thereby strengthening their
interest in the Company’s long-term success.
Hedging Prohibited
The Company prohibits all associates, including the NEOs, and directors from buying, selling, writing or otherwise
entering into any hedging or derivative transaction related to Marriott stock or securities, including options, warrants,
puts, calls, and similar rights that have an exercise or conversion privilege that is related to the price of a Marriott
security, or similar instruments with a value derived from the value of a Marriott security, except that they may hold SARs
or other derivative securities awarded to them as compensation under the Company’s equity compensation plans.
Clawbacks
In addition to the compensation clawback provisions of the Sarbanes-Oxley Act of 2002 that apply to the Chief
Executive Officer and Chief Financial Officer, the Company maintains a separate clawback provision that applies to all
equity awards issued to the NEOs. Under the Stock Plan and the NEOs’ award agreements, the Company has the
authority to limit or eliminate the ability of any executive to exercise options and SARs or to receive a distribution of

Company stock under PSUs, RSUs or other stock awards if the executive’s employment is terminated for serious
misconduct or the executive engages in criminal or tortious conduct or other behavior that is actually or potentially
injurious to the Company or competes with the Company.
The Committee has discretion to require reimbursement of any annual cash incentive payment awarded to an NEO if
the amount of such incentive payment is calculated based upon the achievement of certain financial results that are
required to be restated, provided that such discretion may only be exercised if the NEO has engaged in intentional
misconduct that caused or partially caused the need for the restatement. The amount of the reimbursement would be
the difference in the amount determined before and after the restatement. The Company intends to fully comply with the
requirements of Dodd-Frank Section 954 upon the adoption of final rules implementing this provision.
Independent Compensation Consultant

The Committee selected and retained the Compensation Consultant to assist the Committee in establishing and
implementing executive and director compensation strategy. The Compensation Consultant reports to and is instructed
in its duties by the Committee and carries out its responsibilities in coordination with the Human Resources Department.
Other than having provided the Company with executive compensation data from a survey, which the Committee
pre-approved, the Compensation Consultant performs no other services for the Company. Based on materials
presented by management and the Compensation Consultant and the factors set forth in the SEC’s Exchange Act
Rule 10C-1, the Committee determined that the Compensation Consultant is independent and that the Compensation
Consultant’s engagement did not raise any conflicts of interest.
The Compensation Determination Process

In designing and determining 2021 NEO pay, the Committee considered recommendations from the Company’s
Executive Vice President and Chief Human Resources Officer and from the Company’s Executive Chairman and
Chairman of the Board, J.W. Marriott, Jr., as well as the advice and recommendations of the Compensation Consultant.
The Committee also obtained input and approval from the full Board, with the independent directors meeting in
executive session, regarding the compensation for Mr. Capuano and Ms. Linnartz.
In its determinations, the Committee does not set rigid, categorical guidelines or formulae to determine the levels of
compensation for the NEOs. Rather, it relies upon its collective judgment as applied to the challenges confronting the
Company as well as subjective factors such as leadership ability, individual performance, retention needs, and future
potential as part of the Company’s management development and succession planning process.
The Committee carefully reviews numerous factors when setting NEO total pay opportunity, allocating total pay
opportunity among base salary, annual incentives and annual stock awards, and determining final pay outcomes based
on performance. The Committee considers our executives’ job responsibilities, tenure and experience, and Company
and individual performance against internal targets as well as performance of competitors, competitive recruiting and
retention pressures, internal pay equity and succession and development plans.
The Committee also reviews the total pay opportunity for executives at the 50th percentile of a broad-based and select
group of companies described in the discussion of Market Data below. This review of total pay opportunity is designed
as a market check to align the potential range of total direct compensation outcomes with our long-term performance
expectations and actual results. An understanding of external market data helps the Company attract and retain key
executive talent without serving as a rigid standard for benchmarking compensation. For example, although
performance comparisons are difficult given the differences in size, customer distribution, global geographic exposure
and price tier distribution, the Committee considers historical and annual business results relative to other individual
lodging companies to provide additional context for evaluating annual compensation actions. The Committee also
regularly reviews historical financial, business and total stockholder return results for lodging companies as well as a
selected group of comparator companies prior to determining final pay amounts.
Market Data
The external market data utilized by the Company for 2021 includes several broad, revenue-based surveys as well as a
custom survey of companies specifically selected by the Committee. The Committee believes, based on the advice of the
Compensation Consultant, that the similarly-sized companies participating in the revenue-based surveys and the companies
selected for the custom survey represent the broad pool of executive talent both within and outside of the lodging industry for
which the Company competes. To avoid over-emphasizing the results of one or more surveys, the Company considers the

results of the revenue-based surveys as well as those of the custom survey, in terms of total pay and each component of pay.
The Committee also considers compensation practices at select lodging companies. This process for identifying relevant
market data is used consistently for all senior executives of the Company, including the NEOs.
Revenue-Based Survey
In general, the revenue-based surveys used as a market reference for NEO pay include companies with annual revenue
similar to that of the Company. For 2021, the surveys were the Executive & Senior Management Total Compensation Survey
(provided by the Compensation Consultant), the Radford Global Database, the WTW CDB Executive Compensation
Database, the Equilar Top 25 Survey, and the Fred Cook Survey of Long-Term Incentives. The Committee did not consider the
individual companies in the revenue-based surveys when making compensation decisions.
Custom Survey
There are no other U.S. publicly-traded lodging companies similar to our size. Therefore, in consultation with the
Compensation Consultant, the Committee selected appropriate comparator group companies from a broad universe of
companies that compete with Marriott for executive talent, are of similar size in annual revenue or have a similar focus
on marketing, e-commerce, consumers and brand image even if they do not compete directly in the lodging business.
The Committee annually reviews the comparator group for potential changes (e.g., due to mergers and acquisition
activity or changes in company size and business mix) but does not generally anticipate making significant changes
every year, to allow for consistency and comparability of market data from year-to-year. The comparator group
companies reviewed for 2021 are shown below along with select financial and non-financial metrics the Committee
considered and Marriott’s percentile ranking on each of these metrics. During 2021, the Committee determined to
remove Macy’s Inc. and Las Vegas Sands Corporation from the peer group and to add Caesars Entertainment Inc. to
the peer group because of its global operations footprint and because it competes in the hospitality industry. The
financial information reflects fiscal year-end data available as of March 1, 2022.
Number of
2021 Revenues(1) Market Capitalization(1) Enterprise Value(1) Employees
Lodging Companies
Hilton Worldwide Holdings Inc. $ 5,788 $ 43,535 $ 51,886 142,000
Hyatt Hotels Corporation 3,028 10,547 13,725 44,000
Wyndham Hotels & Resorts, Inc. 1,565 8,248 10,175 8,000
Other Hotel, Restaurant & Leisure Companies

Carnival Corporation & plc 1,908 20,016 45,484 40,000
Caesars Entertainment Inc. 9,570 19,990 45,860 49,000
McDonald’s Corporation 23,223 200,314 244,248 200,000
MGM Resorts International 9,680 20,367 45,291 42,000
Royal Caribbean Cruises Ltd 1,532 19,596 38,558 84,900
Starbucks Corp 29,061 134,703 154,400 383,000
Other Retail & Consumer Branded Companies

Best Buy Company, Inc. 47,262 29,802 30,322 102,000
Nike, Inc. 44,538 267,907 265,527 73,300
The TJX Companies, Inc. 32,137 78,212 84,242 286,000
The Walt Disney Company 67,418 275,859 329,276 190,000
E-Commerce Companies
eBay Inc. 10,420 39,500 34,240 10,800
Expedia Group, Inc. 8,598 28,129 34,200 14,800
Booking Holdings Inc. 10,958 98,530 97,690 20,300
Marriott International, Inc.(2) 13,857 53,918 63,911 120,000
Percentile Rank 61st 61st 62nd 69th
Source: Bloomberg, SEC filings and other public sources.

(1) Amounts are reported in millions.
(2) Revenue amount for the Company is shown as reflected in our financial statements. The number of Marriott employees shown does not
include associates employed by our hotel owners but whose employment is managed by Marriott (which is common outside the U.S.) or
hotel personnel employed by our franchisees or other management companies hired by our franchisees.

Relative TSR Performance Peer Group

As discussed above, the Committee believes that it is appropriate to focus on companies that are generally similar in
size to our Company, but including a broader universe, when comparing compensation with market data. For total
shareholder return performance comparisons, however, the Committee believes that company size is less relevant than
business focus within the lodging and hospitality industry. The performance peer group should effectively measure the
Company’s performance relative to other companies whose businesses are similar and have been similarly impacted by
the global pandemic. The performance peer group of 20 companies for all 2021 PSU grants was selected based on a
review of the constituents of established industry indices: S&P 500 Hotels, Resorts, & Cruise Lines Index and the
Bloomberg World Lodging Index, and a review of other public companies within the same industry classifications.
Although this TSR performance peer group differs from the compensation peer group, there is an overlap of eight
companies between the two groups, as indicated in the table below.
Market Capitalization ($m)

FYE 2019 Revenues ($m)(2) as of January 2021(2)
Hotels, Resorts & Cruise Lines
Accor SA 4,049(3) 7,274(3)
Carnival Corporation & plc* 20,825 21,902
Choice Hotels International, Inc. 1,115 5,839
Extended Stay America, Inc.(1) 1,218 2,509
Hilton Worldwide Holdings Inc. 9,452 29,950
Hyatt Hotels Corporation 5,020 7,239
InterContinental Hotels Group PLC 4,627 11,920
Norwegian Cruise Line Holdings Ltd. 6,462 7,651
Royal Caribbean Cruises Ltd* 10,951 17,222
Wyndham Hotels & Resorts, Inc.* 2,053 5,710
Hotel & Resort REITs

Apple Hospitality REIT, Inc. 1,267 2,815
Host Hotels & Resorts, Inc. 5,469 9,839
Park Hotels & Resorts Inc. 2,844 3,975
Pebblebrook Hotel Trust 1,612 2,480
RLJ Lodging Trust 1,566 2,156
Casinos & Gaming

Las Vegas Sands Corporation 13,739 45,401
MGM Resorts International* 12,900 15,018
Wynn Resorts, Limited 6,611 11,804
Internet & Direct Marketing Retail (OTAs)

Booking Holdings Inc.* 15,066 89,612
Expedia Group, Inc.* 12,067 19,400
* Also a compensation peer group company

(1) Extended Stay America, Inc. was acquired in Q2 2021 and has been subsequently removed from the peer group.
(2) Reflects values reviewed by the Committee when approving the peer group in February 2021.
(3) Amounts shown for Accor SA in Euros.

Risk Considerations
The Committee considered risk in determining 2021 NEO compensation and believes that the following aspects of NEO
pay discourage unreasonable or excessive risk-taking by executives:
• Base salary levels are commensurate with the executives’ responsibilities (and the external market) so that the
executives are not motivated to take excessive risks to achieve an appropriate level of financial security.
• Annual cash incentive program includes a diverse mix of Company performance metrics, including metrics based on
diversity, inclusion and other social initiatives.
• Annual cash incentive opportunities are capped so that no payout exceeds a specified percentage of salary, thereby
moderating the impact of short-term incentives.
• The Committee and the Board have discretion to decrease annual cash incentive payouts, for example, if they
believe the operational or financial results giving rise to those payouts are unsustainable or if they believe the payout
would unfairly reward the NEOs for events that are unrelated to their performance.
• The mix of short-term and long-term incentives is balanced so that at least 50% of total pay opportunity is in the form
of long-term equity awards.
• PSUs are subject to performance measures that reflect the strength of our brands and drive long-term financial and
stock performance.
• Annual stock awards are generally granted as a mix of PSUs, RSUs, and SARs that generally vest over or after at
least three years, which together encourage the NEOs to focus on sustained stock price performance.
• The Committee reviews and compares total compensation and each element of compensation to external market
data to confirm that compensation is within an acceptable range relative to the external market, while also taking into
consideration the Company’s relative performance.
• The NEOs are subject to compensation clawback provisions.
• Stock ownership requirements align the long-term interests of NEOs with the interests of stockholders.
• All associates, including the NEOs, and directors are prohibited from engaging in hedging or derivative transactions
related to Marriott stock or securities.
• The NEOs are prohibited from holding Company stock in margin accounts or pledging such stock as collateral for
loans.

Executive Compensation Tables and Discussion

Summary Compensation Table
The following Summary Compensation Table presents the compensation we paid in fiscal years 2019, 2020 and 2021 to
our CEO (who commenced service as CEO on February 21, 2021), our Chief Financial Officer, the other three most highly
compensated executive officers in 2021, and our former President and CEO.
Change in
Pension Value
and
Nonqualified
Non-Equity Deferred
Stock SAR Incentive Plan Compensation All Other
Name and Fiscal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Principal Position Year ($)(1) ($) ($)(2)(3) ($)(2) ($)(4) ($)(5) ($)(6) ($)
Anthony G. Capuano 2021 1,234,615 0 10,171,778 2,250,072 4,691,538 13,556 30,323 18,391,882
Chief Executive Officer 2020 597,356 0 2,840,318 810,053 0 19,585 9,150 4,276,462
2019 850,000 0 2,905,435 867,306 1,198,416 6,569 52,113 5,879,839
Stephanie C. Linnartz 2021 980,768 0 6,883,653 1,514,605 1,863,460 7,043 43,175 11,292,704
President 2020 592,308 0 2,127,478 960,007 0 9,505 9,263 3,698,561
2019 850,000 0 2,143,134 1,027,896 774,874 2,616 75,390 4,873,910
Kathleen K. Oberg 2021 888,462 0 9,309,699 1,050,068 1,688,077 25,667 0 12,961,973
Chief Financial Officer and
2020 558,461 0 1,966,863 930,048 0 37,121 24,155 3,516,648
Executive Vice President,
Business Operations 2019 800,000 0 1,993,105 906,186 805,254 11,331 76,470 4,592,346
William P. Brown 2021 748,826 0 3,057,817 675,022 1,067,078 24,996 9,425 5,583,164
Group President,
United States and
Canada
Craig S. Smith 2021 747,732 0 3,057,817 675,022 943,544 25,959 9,425 5,459,499
Group President,
International
Arne M. Sorenson 2021 321,058 0 0 0 387,693 59,975 11,509,425 12,278,151
Former President and 2020 414,615 0 6,101,867 2,250,059 0 133,471 26,344 8,926,356
Chief Executive Officer
2019 1,300,000 0 6,182,815 2,192,342 3,519,765 44,004 196,961 13,435,887
(1) This column reports all amounts earned as salary during the fiscal year, whether paid or deferred under the Company’s qualified 401(k)
plan and the EDC. For Mr. Sorenson, the figure also includes payout of his accrued vacation days, valued at $105,673.
(2) The value reported for Stock Awards and SAR Awards is the aggregate grant date fair value of the awards granted in the fiscal year as
determined in accordance with accounting guidance for share-based payments, and therefore differs from the target award values
approved by the Committee. The assumptions for making the valuation determinations for SAR Awards are set forth in the footnotes to the
Grants of Plan-Based Awards for Fiscal Year 2021 table, below.
(3) Approximately 79% of the 2021 value reported in this column for Mr. Capuano, 76% for Ms. Linnartz, 37% for Ms. Oberg, and 79% for
Messrs. Brown and Smith represent the value of PSUs at the grant date based upon target performance which is the most probable
outcome as of the grant date with respect to performance. Assuming that the highest level of performance conditions is achieved for all
PSUs, the grant date fair values of the PSUs included in the 2021 value for Mr. Capuano, Ms. Linnartz, Ms. Oberg, and Messrs. Brown and
Smith would be $13,373,172, $8,858,868, $5,541,187, $3,886,889 and $3,886,889, respectively. 53% of the 2021 value reported in this
column for Ms. Oberg represents the one-time RSU award described above under the “Supplemental Stock Awards” heading.
(4) This column reports all amounts earned under the Company’s annual cash incentive program during the fiscal year, which were paid in February
of the following fiscal year (except for fiscal year 2020 where there was no annual cash incentive paid) unless deferred under the EDC.
(5) The values reported equal the earnings credited to accounts in the EDC to the extent they were credited at a rate of interest exceeding
120% of the applicable federal long-term rate, as discussed below under “Nonqualified Deferred Compensation for Fiscal Year 2021.”
(6) All Other Compensation for fiscal year 2021 consists of Company contributions to the Company’s qualified 401(k) plan of $9,425 for each
NEO other than Mr. Capuano and Ms. Oberg, and $9,225 for Mr. Capuano and $0 for Ms. Oberg; and perquisites and personal benefits,
including spousal accompaniment while on business travel and complimentary rooms, food and beverages at Company-owned, operated
or franchised hotels and the use of other hotel-related services such as golf and spa facilities while on personal travel. The values in this
column do not include perquisites and personal benefits that were less than $10,000 in aggregate for any NEO for the fiscal year. For
Mr. Sorenson, the figure includes a one-time cash payment in lieu of his 2021 stock award, totaling $11,500,000.

Grants of Plan-Based Awards for Fiscal Year 2021

The following table presents the plan-based awards granted to the NEOs in 2021.
All
Other
Stock Grant
Awards All Other Date
Estimated Possible Estimated Possible (Number SAR Fair
Payouts Under Payouts Under of Awards Value
Non-Equity Incentive Equity Incentive Plan Shares (Number Exercise of
Plan Awards(1) Awards(2) of Stock of or Base Stock/
or Securities Price of SAR
Grant Approval Threshold Target Maximum Threshold Target Maximum Units) Underlying SARs Awards
Name Date Date ($) ($) ($) (#) (#) (#) (#) SARs) (#) ($/sh) ($)(3)
Mr. Capuano
Cash Incentive 390,000 2,600,000 5,200,000 — — — — — — —
PSU 2/22/21 2/20/21 — — — 7,920 31,679 57,022 — — — 4,483,212
SV PSU 2/22/21 2/20/21 — — — 12,320 24,640 36,960 — — — 3,535,594
RSU 2/22/21 2/20/21 — — — — — — 15,840 — — 2,152,973
SAR 2/22/21 2/20/21 — — — — — — — 66,000 142.05 2,250,072
Ms. Linnartz
Cash Incentive 150,000 1,000,000 2,000,000 — — — — — — —
PSU 2/22/21 2/20/21 — — — 5,720 22,880 41,184 — — — 3,237,978
SV PSU 2/22/21 2/20/21 7,040 14,080 21,120 — 2,020,339
RSU 2/22/21 2/20/21 — — — — — — 11,442 — — 1,625,336
SAR 2/22/21 2/20/21 — — — — — — — 44,427 142.05 1,514,605
Ms. Oberg
Cash Incentive 135,000 900,000 1,800,000 — — — — — — —
PSU 2/22/21 2/20/21 — — — 2,464 9,856 17,741 — — — 1,394,821
SV PSU 2/22/21 2/20/21 7,040 14,080 21,120 — 2,020,339
RSU 2/22/21 2/20/21 — — — — — — 7,392 — — 1,004,721
SAR 2/22/21 2/20/21 — — — — — — — 30,801 142.05 1,050,068
RSU 8/31/21 8/31/21 — — — — — — 37,120 — — 4,889,818
Mr. Brown
Cash Incentive 84,375 562,500 1,125,000 — — — — — — —
PSU 2/22/21 2/10/21 — — — 1,584 6,336 11,405 — — — 896,671
SV PSU 2/22/21 2/10/21 5,280 10,560 15,840 — 1,515,254
RSU 2/22/21 2/10/21 — — — — — — 4,752 — — 645,892
SAR 2/22/21 2/10/21 — — — — — — — 19,800 142.05 675,022
Mr. Smith
Cash Incentive 84,375 562,500 1,125,000 — — — — — — —
PSU 2/22/21 2/10/21 — — — 1,584 6,336 11,405 — — — 896,671
SV PSU 2/22/21 2/10/21 5,280 10,560 15,840 — 1,515,254
RSU 2/22/21 2/10/21 — — — — — — 4,752 — — 645,892
SAR 2/22/21 2/10/21 — — — — — — — 19,800 142.05 675,022
Mr. Sorenson
Cash Incentive 420,000 2,800,000 5,600,000 — — — — — — —
(1) The amounts reported in these columns include potential payouts corresponding to achievement of the threshold, target, and maximum
performance objectives under the Company’s annual cash incentive program.
(2) These columns report the number of shares issuable under PSUs granted to the NEOs for the 2021-2023 performance period. Annual
PSUs reported in these columns are conditioned on the achievement of 2023 Adjusted EBITDA, with a potential modification of -20% to
+20% based on Relative TSR Performance over a three-year performance period from 2021-2023, with threshold representing 25% of the
target number of shares and maximum representing 150% of target. “SV PSUs” are the one-time Stockholder Value PSUs discussed
above, which vest based on Relative TSR Performance over a three-year performance period from 2021-2023.

(3) The value reported for Stock Awards and SAR Awards is the aggregate grant date fair value of the awards granted in 2021 as determined
in accordance with accounting standards for share-based payments, although the Company recognizes the value of the awards for
financial reporting purposes over the service period of the awards. We used the following assumptions to determine the fair value of the
SAR Awards granted in 2021: expected volatility =27.34%; dividend yield = 1.16%; risk-free rate = 0.81–1.37%; and expected term = 6–10
years. In making these assumptions, we base expected volatility on the historical movement of the Company’s stock price. We base risk-
free rates on the corresponding U.S. Treasury spot rates for the expected duration at the date of grant, which we convert to a continuously
compounded rate. The dividend yield assumption takes into consideration both historical levels and expectations of future dividend payout.
The weighted average expected terms for SAR Awards are an output of our valuation model which utilizes historical data in estimating the
time period that the SARs are expected to remain unexercised. We calculate the expected terms for SARs for separate groups of
retirement eligible and non-retirement eligible employees. Our valuation model also uses historical data to estimate exercise behaviors,
which include determining the likelihood that employees will exercise their SARs before expiration at a certain multiple of stock price to
exercise price. For PSUs, the value reported is based on the grant date stock price of the target number of shares subject to the award.
The Grants of Plan-Based Awards table reports the dollar value of cash-based annual incentive program awards (at
their threshold, target and maximum achievement levels) and the number and grant date fair value of PSUs, RSUs and
SARs granted under the Stock Plan to each NEO (other than Mr. Sorenson) during the 2021 fiscal year. With regard to
cash incentives, this table reports the range of potential amounts that could have been earned by the executive under
the annual cash incentive program for 2021, whereas the Non-Equity Incentive Plan Compensation column in the
Summary Compensation Table reports the actual value approved by the Human Resources and Compensation
Committee for 2021. With regard to equity grants, the value received by executives upon the vesting of PSUs and
RSUs and upon the exercise of SARs may differ from the reported grant date values, including the potential for zero
value for PSUs and SARs, depending on the degree to which pre-established performance goals are met and on the
Company’s future stock performance.

Outstanding Equity Awards at 2021 Fiscal Year-End

The following table shows information about outstanding Company SARs, RSUs and PSUs at December 31, 2021, our
fiscal year-end. The Intrinsic Value and Market Value figures for the Company stock awards are based on the closing
price as of December 31, 2021 of the Company’s Class A common stock, which was $165.24. Mr. Sorenson and his
estate did not hold any outstanding SAR or stock awards as of December 31, 2021.
SAR Awards Stock Awards
Number of
Securities Number of Market Value
Underlying Shares or of Shares
Unexercised SAR SAR Units of Stock or Units
SARs: Exercise SAR Intrinsic Value: That Have of Stock
Grant Award Exercisable/ Price Expiration ($) Exercisable/ Not Vested That Have
Name Date Type Unexercisable (#) ($) Date Unexercisable (#) Not Vested ($)
Mr. Capuano 2/23/15 SARs 23,115 — 82.67 2/23/25 1,908,606 — — —
2/22/16 SARs 30,513 — 66.86 2/22/26 3,001,869 — — —
2/21/17 SARs 23,370 — 88.31 2/21/27 1,797,854 — — —
2/20/18 SARs 16,428 — 139.54 2/20/28 422,200 — — —
3/5/19 SARs 14,906 7,453(1) 124.79 3/5/29 602,948 301,474 — —
3/2/20 SARs 9,685 19,370(1) 120.16 3/2/30 436,600 873,200 — —
2/22/21 SARs — 66,000(1) 142.05 2/22/31 — 1,530,540 — —
RSUs — — — — — 41,991(2) 6,938,593
PSUs — — — — — 2,423(3) 400,377
PSUs — — — — — 8,991(4) 1,485,673
PSUs — — — — — 56,319(5) 9,306,152
Ms. Linnartz 3/5/19 SARs 8,833 8,833(1) 124.79 3/5/29 357,295 357,295 — —
3/2/20 SARs — 21,250(1) 120.16 3/2/30 — 970,122 — —
2/22/21 SARs — 44,427(1) 142.05 2/22/31 — 1,030,262 — —
RSUs — — — — — 19,335(6) 3,194,915
PSUs — — — — — 2,873(3) 474,735
PSUs — — — — — 10,653(4) 1,760,302
PSUs — — — — — 36,960(5) 6,107,270
Ms. Oberg 2/21/17 SARs 21,316 — 88.31 2/21/27 1,639,840 — — —
2/20/18 SARs 18,957 — 139.54 2/20/28 487,195 — — —
3/5/19 SARs 17,114 8,557(1) 124.79 3/5/29 692,261 346,131 — —
3/2/20 SARs 11,331 22,662(1) 120.16 3/2/30 510,801 1,021,603 — —
2/22/21 SARs — 30,801(1) 142.05 2/22/31 — 714,275 — —
RSUs — — — — — 52,157(7) 8,618,423
PSUs — — — — — 2,783(3) 459,863
PSUs — — — — — 10,320(4) 1,705,277
PSUs — — — — — 23,936(5) 3,955,185
Mr. Brown 3/5/19 SARs 4,141 4,141(1) 124.79 3/5/29 167,503 167,503 — —
3/2/20 SARs 1,462 13,890(1) 120.16 3/2/30 65,907 626,161 — —
2/22/21 SARs — 19,800(1) 142.05 2/22/31 — 459,162 — —
RSUs — — — — — 9,119(8) 1,506,824
PSUs — — — — — 1,347(3) 222,578
PSUs — — — — — 6,327(4) 1,045,473
PSUs — — — — — 16,896(5) 2,791,895
Mr. Smith 2/22/16 SARs 16,782 — 66.86 2/22/26 1,651,013 — — —
2/21/17 SARs 15,912 — 88.31 2/21/27 1,224,110 — — —
2/20/18 SARs 11,691 — 139.54 2/20/28 300,459 — — —
3/5/19 SARs 10,490 5,245(1) 124.79 3/5/29 424,321 212,160 — —
3/2/20 SARs 6,945 13,890(1) 120.16 3/2/30 313,081 626,161 — —
2/22/21 SARs — 19,800(1) 142.05 2/22/31 — 459,162 — —
RSUs — — — — — 9,439(9) 1,559,700
PSUs — — — — — 1,706(3) 281,899
PSUs — — — — — 6,327(4) 1,045,473
PSUs — — — — — 16,896(5) 2,791,895
(1) SARs are exercisable in 33% increments on each of the first, second, and third anniversary of the grant date.
(2) These RSUs vested or are scheduled to vest as follows: 19,209 on February 15, 2022; 17,502 on February 15, 2023; 5,280 on February 15, 2024.
(3) These PSUs are equity incentive plan awards that have been earned and vested on February 15, 2022.

(4) These PSUs are equity incentive plan awards that have not been earned and will vest on February 15, 2023, pending performance results
and continued service.
(5) These PSUs are equity incentive plan awards that have not been earned and will vest on February 15, 2024, pending performance results
and continued service.
(6) These RSUs vested or are scheduled to vest as follows: 9,043 on February 15, 2022; 6,478 on February 15, 2023; 3,814 on February 15,
2024.
(7) These RSUs vested or are scheduled to vest as follows: 7,529 on February 15, 2022; 5,044 on February 15, 2023; 18,560 on August 15,
2023; 2,464 on February 15, 2024; 18,560 on August 15, 2025.
2024.
2024.
SAR Exercises and Stock Vested During Fiscal Year 2021

The following table shows information about SAR exercises and vesting of RSU and PSU awards during fiscal year
2021.
SAR Awards Stock Awards

Number of Value Number of Value
Shares Realized Shares Realized
Award Exercise Acquired on on Exercise Award Vesting Acquired on on Vesting
Name Type Date Exercise (#)(1) ($)(2) Type Date Vesting (#) ($)(3)
Mr. Capuano SAR 9/24/21 16,000 1,557,600 RSU/PSU 2/16/21 23,567 3,059,939
Ms. Linnartz SAR 2/25/21 48,630 1,383,562 RSU/PSU 2/16/21 18,385 2,387,108
Ms. Oberg SAR 9/16/21 11,000 852,500 RSU/PSU 2/16/21 17,795 2,310,503
SAR 11/9/21 21,000 1,992,456
Mr. Brown SAR 2/24/21 15,945 411,534 RSU/PSU 2/16/21 7,030 912,775
SAR 2/25/21 9,945 647,469
Mr. Smith RSU/PSU 2/16/21 10,955 1,422,397
Mr. Sorenson RSU/PSU 2/16/21 149,306 19,385,891
(1) For SARs that were exercised, the number of shares in this column reflects the nominal number of shares that were subject to SARs. The
number of shares actually delivered under the SARs was lower and represented the value realized on exercise divided by the market price
at the time of exercise.
(2) The value realized upon exercise is based on the spread between the market price of the Company’s Class A common stock at the time of
exercise and the exercise price.
(3) The value realized upon vesting is based on the average of the high and low stock price on the vesting date.

The following tables include additional information regarding the value realized by the NEOs (or, in the case of
Mr. Sorenson, his beneficiaries or estate) in 2021 on the exercise or vesting of Marriott stock awards reported in the
table above.
2021 SAR Exercises

Stock Price
Average Increase
Number of Market from Grant Value Realized
Grant Grant Exercise Shares Exercise Value at to Exercise Upon
Name Date Term Date Exercised Price ($) Exercise ($) Date (%) Exercise ($)
Mr. Capuano 2/24/14 10 years 9/24/21 16,000 53.25 150.60 183 1,557,600
Ms. Linnartz 2/21/17 10 years 2/25/21 9,447 88.31 150.92 71 591,477
2/20/18 10 years 2/25/21 19,590 139.54 151.16 8 227,636
3/5/19 10 years 2/25/21 8,833 124.79 151.10 21 232,396
3/2/20 10 years 2/25/21 10,760 120.16 151.02 26 332,054
Ms. Oberg 2/22/16 10 years 9/16/21 11,000 66.86 144.36 116 852,500
2/22/16 10 years 11/9/21 16,462 66.86 166.44 149 1,639,286
2/21/17 10 years 11/9/21 4,538 88.31 166.14 88 353,170
Mr. Brown 2/20/18 10 years 2/24/21 6,321 139.54 154.93 11 97,249
3/5/19 10 years 2/24/21 4,141 124.79 154.82 24 124,354
3/2/20 10 years 2/24/21 5,483 120.16 154.80 29 189,931
2/21/17 10 years 2/25/21 9,945 88.31 153.42 74 647,469
2021 Restricted/Performance Stock Unit Award Vesting

Stock Price
Increase/
Average Average Decrease
Number of Market Market from Grant Value Realized
Grant Vesting Shares Value at Value at to Vesting Upon
Name Date Date Vested Grant ($) Vesting ($) Date (%) Vesting ($)
Mr. Capuano 2/20/18 2/16/21 19,155 139.54 129.84 -7 2,487,085
3/5/19 2/16/21 2,164 124.79 129.84 4 280,974
3/2/20 2/16/21 2,248 120.16 129.84 8 291,880
Ms. Linnartz 2/20/18 2/16/21 13,156 139.54 129.84 -7 1,708,175
3/5/19 2/16/21 2,565 124.79 129.84 4 333,040
3/2/20 2/16/21 2,664 120.16 129.84 8 345,894
Ms. Oberg 2/20/18 2/16/21 12,730 139.54 129.84 -7 1,652,863
3/5/19 2/16/21 2,485 124.79 129.84 4 322,652
3/2/20 2/16/21 2,580 120.16 129.84 8 334,987
Mr. Brown 2/20/18 2/16/21 4,245 139.54 129.84 -7 551,171
3/5/19 2/16/21 1,203 124.79 129.84 4 156,197
3/2/20 2/16/21 1,582 120.16 129.84 8 205,407
Mr. Smith 2/20/18 2/16/21 7,850 139.54 129.84 -7 1,019,244
3/5/19 2/16/21 1,523 124.79 129.84 4 197,746
3/2/20 2/16/21 1,582 120.16 129.84 8 205,407
Mr. Sorenson 2/20/18 2/16/21 45,043 139.54 129.84 -7 5,848,383
3/5/19 2/16/21 48,085 124.79 129.84 4 6,243,356
3/2/20 2/16/21 56,178 120.16 129.84 8 7,294,152

Nonqualified Deferred Compensation for Fiscal Year 2021

The following table presents contributions, earnings, distributions, and balances under the EDC for the 2021 fiscal year.
Executive Aggregate Aggregate Aggregate
Contributions Company Earnings in Withdrawals / Balance at
in Last FY Contributions Last FY Distributions Last
Name ($)(1) in Last FY ($) ($)(2) ($) FYE ($)(3)
Mr. Capuano 37,038 0 38,661 — 1,230,412
Ms. Linnartz 0 0 20,095 — 628,962
Ms. Oberg 0 0 73,233 — 2,292,334
Mr. Brown 0 0 71,318 — 2,232,387
Mr. Smith 106,285 0 74,015 — 2,375,291
Mr. Sorenson 732,525 0 179,440 8,779,795 0
(1) The amounts in this column consist of elective deferrals by the NEOs of salary for the 2021 fiscal year and non-equity incentive plan
compensation for 2020 (otherwise payable in 2021) under the EDC. The following table indicates the portion of each executive’s elective
contributions that was attributable to 2021 salary that is reported in the Summary Compensation Table.
Amounts that Relate to the

Name Contribution of Salary ($)
Mr. Capuano 37,038
Ms. Linnartz 0
Ms. Oberg 0
Mr. Brown 0
Mr. Smith 106,285
Mr. Sorenson 19,263
(2) The amounts in this column reflect aggregate notional earnings during 2021 of each NEO’s account in the EDC. Such earnings are
reported in the Summary Compensation Table only to the extent that they were credited at a rate of interest in excess of 120% of the
applicable federal long-term rate. The following table indicates the portion of each executive’s aggregate earnings during 2021 that is
reported in the Summary Compensation Table.
Amounts Included in the

Summary Compensation
Name Table for 2021 ($)
Mr. Capuano 13,556
Ms. Linnartz 7,043
Ms. Oberg 25,667
Mr. Brown 24,996
Mr. Smith 25,959
Mr. Sorenson 59,975
(3) This column includes amounts in each NEO’s total EDC account balance as of the last day of the 2021 fiscal year. The following table
presents the portion of the Aggregate Balance that was reported as compensation in the Summary Compensation Table in the Company’s
prior-year proxy statements.
Amounts that were Reported

as Compensation in Prior Year
Name Proxy Statements ($)
Mr. Capuano 344,348
Ms. Linnartz 571,153
Ms. Oberg 1,368,762
Mr. Brown —
Mr. Smith —
Mr. Sorenson 6,145,925

Under the EDC, the NEOs and other participants are eligible to defer the receipt of up to 80% of their salary, bonus,
and/or non-equity incentive plan compensation. Such amounts are fully vested. In addition, the Company may make a
discretionary matching contribution to participants’ (including the NEOs’) EDC accounts, which is vested when made.
The match is intended to provide the NEOs (and other highly-paid associates) with matching contributions that are
similar to matching contributions that would have been made under the Company’s tax-qualified 401(k) plan but for the
application of certain nondiscrimination testing and annual compensation limitations under the Internal Revenue Code.
There was no match for 2021 due to the impact of the COVID-19 pandemic on our business and industry.
The Company also may make an additional discretionary contribution to participants’ (including the NEOs’) EDC
accounts based on subjective factors such as individual performance, key contributions and retention needs. There
were no additional discretionary contributions for the NEOs for 2021.
The EDC also provides participants the opportunity for long-term capital appreciation by crediting participant accounts
with a rate of return determined by the Company. The rate of return was determined largely by reference to the
Company’s estimated long-term cost of borrowing and was set at 3.3% for 2021. To the extent that this rate exceeds
120% of the applicable federal long-term rate, the excess is reported in the Change in Pension Value and Nonqualified
Deferred Compensation Earnings column of the Summary Compensation Table.
Participants may elect to receive a distribution of their EDC accounts upon separation from service or upon a specified
future date while still employed (an “in-service distribution”). Each year’s deferrals and Company match may have a
separate distribution election. Distributions payable upon separation from service may be elected as (i) a lump sum
cash payment; (ii) a series of annual cash installments payable over a designated term not to exceed 20 years; or
(iii) five annual cash payments beginning on the sixth January following termination of employment. In-service
distributions may be elected by the participant as a single lump sum cash payment or annual cash payments over a
term of two to five years, in either case beginning not earlier than the third calendar year following the calendar year of
the deferral. However, in the case of amounts of $10,000 or less, or when no election regarding the form of distribution
is made, the distribution will be made in a lump sum. When the participant is a “specified employee” for purposes of
Section 409A of the Internal Revenue Code, any distribution payable on account of separation from service will not
occur until after six months following separation from service. Typically, the NEOs are specified employees.
Potential Payments Upon Termination or Change in Control

This section describes potential payments to each of our NEOs other than Mr. Sorenson, whose payments and benefits
in connection with his passing are described in the “Arrangements with Former Executive Officers” section of this proxy
statement. References to our NEOs in this section do not include Mr. Sorenson.
The Company does not have employment agreements or severance agreements with any of the NEOs.
Under the Stock Plan and the relevant award agreements (other than Mr. Capuano’s separate RSU awards granted in
fiscal 2020 and prior years), upon retirement, an NEO may continue to vest in and receive distributions under
outstanding RSUs and PSUs for the remainder of their vesting period and may exercise SARs for up to five years
subject to the awards’ original terms. However, the stock awards provide that if the executive retires within one year
after the grant date, the executive forfeits a portion of the stock award proportional to the number of days remaining to
the first vesting date. Stock awards will vest in full upon permanent disability (as defined in the Stock Plan), including at
target performance level for PSUs.

Under the EDC, upon retirement or termination due to permanent disability (as defined in the EDC), an NEO will
immediately vest in any unvested portion of his or her EDC account. Each of the NEOs was fully vested in their EDC
accounts as of December 31, 2021.
Any cash incentive payments under the annual cash incentive program will be forfeited if an executive is not employed
on the last day of the year, except that the annual cash incentive will be paid based on the target performance level,
pro-rated based on the days worked during the year, upon death or disability, in addition to payment upon an NEO’s
termination of employment in connection with or following a change in control as discussed below.
For purposes of Stock Plan awards, retirement means a termination of employment by an executive who has attained
age 55 with 10 years of service with the Company. For the EDC, retirement means a separation of service by an
executive who has attained age 55 with 10 years of service with the Company or has attained 20 years of service with
the Company. However, for Stock Plan awards, retiree status is subject to the Committee’s (or its designee’s) prior
approval, and the Committee (or its designee) has the authority to revoke approved retiree status if an executive’s
employment is subsequently found to have been terminated because of the executive’s serious misconduct, or if the
executive has engaged in competition with the Company or criminal conduct or other behavior that is actually or
potentially harmful to the Company. An NEO who dies as an employee or while an approved retiree immediately vests
in his or her EDC account (to the extent any portion is unvested) and stock awards. These provisions were developed
based on an analysis of external market data. As of December 31, 2021, each of the NEOs other than Ms. Linnartz met
the age and service conditions for retirement eligibility. Ms. Linnartz will meet those conditions if she remains employed
until March 28, 2023.
Under the Stock Plan, in the event of certain transactions involving a capital restructuring, reorganization or liquidation
of the Company or similar event as defined in the Stock Plan, the Company or its successor may in its discretion
provide substitute equity awards under the Stock Plan or, if no similar equity awards are available, an equivalent value
as determined at that time will be credited to each NEO’s account in the EDC, provided that such action does not
enlarge or diminish the value and rights under the awards. If the Company or its successor does not substitute equity
awards or credit the EDC accounts, the Company or its successor will provide for the awards to be exercised,
distributed, canceled, or exchanged for value. The intrinsic values of the vested and unvested SARs and unvested
stock awards as of the last day of the fiscal year are indicated for each NEO in the Outstanding Equity Awards at 2021
Fiscal Year-End table.
In addition, if any NEO’s employment is terminated by the Company other than for the executive’s misconduct or the
executive resigns for good reason (as defined under the Stock Plan) beginning three months before and ending
12 months following a change in control (as defined under the Stock Plan) of the Company, the NEO will become fully
vested in all unvested equity awards under the Stock Plan (including at the target performance level for PSUs). In those
circumstances, all SARs will be exercisable until the earlier of the original expiration date of the awards or 12 months
(or five years for an approved retiree) following the termination of employment, and all other stock awards shall be
immediately distributed following the later of the termination of employment or the change in control event, except that
certain stock awards subject to the requirements of Section 409A of the Internal Revenue Code may not be
distributable for six months following separation from service if the NEO is a “specified employee” under Section 409A,
which is typical. In addition, any cash incentive payments under the annual cash incentive program will be made
immediately based on the target performance level, pro-rated based on the days worked during the year until the NEO’s
termination of employment in connection with or following a change in control, and any unvested EDC balances will
immediately vest.

The table below reflects the intrinsic value of unvested stock awards and cash incentive payments that each NEO other
than Mr. Sorenson would receive upon retirement, disability, death, or involuntary termination of employment in
connection with a change in control as of December 31, 2021, the end of our fiscal year (based on the Company’s
closing stock price of $165.24 on December 31, 2021). Actual payments made to Mr. Sorenson or his estate following
his passing are described below under “Arrangements with Former Executive Officers.”
Change in
Retirement Disability Control and
Name Plan ($)(1) ($) Death ($) Termination ($)
Mr. Capuano Stock Plan 16,921,167 21,865,783 21,865,783 21,865,783
Total Cash Incentive — 2,469,230 2,469,230 2,469,230
Ms. Linnartz Stock Plan — 15,115,529 15,115,529 15,115,529
Total Cash Incentive — 980,768 980,768 980,768
Ms. Oberg Stock Plan 11,114,680 18,003,213 18,003,213 18,003,213
Mr. Brown Stock Plan 6,874,475 7,391,658 7,391,658 7,391,658
Mr. Smith Stock Plan 7,184,176 7,701,360 7,701,360 7,701,360
(1) These Stock Plan amounts will become exercisable or be distributed following retirement over the period described in the awards, subject
to the conditions not to engage in competition or other conduct injurious to the Company as described in more detail above, provided that,
a portion of the stock awards granted on February 22, 2021 will remain outstanding based on the number of days from the grant date
through the retirement date.
The benefits presented in the table above are in addition to benefits available prior to the occurrence of any termination
of employment, including benefits available under then-exercisable SARs and vested EDC balances, and benefits
available generally to salaried associates such as benefits under the Company’s 401(k) plan, group medical and dental
plans, life and accidental death insurance plans, disability programs, health and dependent care spending accounts,
and accrued paid time off. The actual amounts that would be paid upon an NEO’s termination of employment can be
determined only at the time of any such event. Due to the number of factors that affect the nature and amount of any
benefits provided upon the events discussed above, any actual amounts paid or distributed may be higher or lower than
reported above. Factors that could affect these amounts include the timing during the year of any such event, the
Company’s stock price and the executive’s age. In addition, in connection with any actual termination of employment or
change in control transaction, the Company may determine to enter into an agreement or to establish an arrangement
providing additional benefits or amounts, or altering the terms of benefits described above, as the Committee
determines appropriate.
Arrangements with Former Executive Officers

As described above, in connection with the death of Mr. Sorenson, the Committee recommended, and the Board
approved, a cash payment to his estate in lieu of the equity awards that had been approved for 2021 but were never
granted. Under existing stock plan awards, Mr. Sorenson received accelerated vesting on a total of 73,515 outstanding
PSUs. Mr. Sorenson also received $387,693 as a cash payment for his 2021 Annual Incentive Plan which was
pro-rated and paid at target upon his passing.
CEO Pay Ratio

For our 2020 fiscal year, we identified a median compensated employee and disclosed the ratio of that employee’s
annual total compensation to the CEO’s annual total compensation pursuant to Item 402(u) of Regulation S-K. Item
402(u) provides that a registrant is only required to identify a median compensated employee every three years unless
there has been a change in its employee population or compensation arrangements that it reasonably believes would
result in a significant change in its pay ratio disclosure. During the 2021 fiscal year, there were no such changes that
would significantly change our pay ratio disclosure. Accordingly, we are using the same median employee in our 2021
fiscal year pay ratio disclosure.

The 2021 annual total compensation of the median compensated employee was $36,505; Mr. Capuano, who was our
CEO on November 1, 2021, had annualized 2021 annual total compensation of $18,457,267 and the ratio of these
amounts was 1-to-506. In calculating Mr. Capuano’s annual total compensation for this purpose, we annualized his
base salary level approved in connection with his appointment to the CEO role. We did not annualize any other
elements of Mr. Capuano’s compensation in light of his full year of employment with the Company and his assumption
of the CEO role in February of 2021.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and
employment records and the methodology described below. Because the SEC rules for identifying the median
compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow
companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and
assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be
comparable to the pay ratio reported above, as other companies may have different employment and compensation
practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay
ratios.
To identify our 2020 median employee from our employee population on November 1, 2020, our determination date, we
used total gross earnings, which we measured over a 10-month period that included the January 1 to October 31, 2020
payroll cycles. We estimated total gross earnings for full- and part-time permanent employees who did not work for the
entire 10-month period, including those who were furloughed or on unpaid leaves of absence, based on their earnings
for the portion of the period that they worked. At non-U.S. managed hotels, where employment laws and practices may
vary, we included only those individuals who are identified as employees on the records of the business units where
they work.
Director Compensation
Our director compensation program is reviewed annually. The Committee reviews annual director compensation at the
50th percentile of external market data, which includes surveys of similarly-sized, cross-industry companies, as well as a
custom peer group of companies specifically selected by the Committee. This is the same compensation peer group the
Committee reviews when setting NEO compensation. See “Market Data” above. The Committee believes, based on the
advice of the Compensation Consultant, that this represents the appropriate reference against which our director
compensation program should be assessed. To provide additional context, the Committee considers director
compensation practices of select competitors in the lodging industry. The Committee also reviews and considers
historical financial, business and total stockholder return results, as well as the external view of various stakeholders
such as stockholders and proxy advisors.
In May 2021, following a review of the Company’s director compensation program under the above framework, as well
as consultation with the Compensation Consultant, the Committee recommended, and the Board approved, an increase
to the annual retainer fee from $85,000 to $95,000, an increase to the annual deferred share award value from
$165,000 to $175,000, and an increase to the lead independent director fee from $40,000 to $50,000, in each case
effective May 1, 2021, to better align with market compensation levels. As a result of these changes, we paid
non-employee directors compensation in the form of annual cash retainer fees and Non-Employee Director Deferred
Share Awards (“Share Awards”) under the Stock Plan for 2021, as follows:
Amount of Fee through Amount of Fee beginning

April 30th May 1st
Type of Fee (all fees below are annual) ($) ($)
Board Retainer Fee 85,000 95,000
Share Award 165,000 175,000
Lead Independent Director Fee 40,000 50,000
Audit Committee Chair Fee 30,000 30,000
Other (Non-Audit) Committee Chair Fee 20,000 20,000
Audit Committee Member Retainer Fee 15,000 15,000

We typically pay retainer, chair and lead independent director cash fees on a quarterly basis. In accordance with
established Company procedures, a director may make an advance election to defer payment of all or a portion of his
or her director cash fees pursuant to the Stock Plan and/or the EDC. Director cash fees that are deferred pursuant to
the Stock Plan will be credited as stock units to the director’s stock unit account in the plan. As elected by the director,
director cash fees that are credited to the director’s stock unit account as stock units may be distributed as an equal
number of shares in a lump sum or in one to 10 annual installments following termination of service as a Board
member. Additional stock units are credited to the director’s stock unit account to reflect any dividends paid on our
Class A common stock in a number equal to (x) the per-share cash dividend amount multiplied by the number of stock
units in the director’s account divided by (y) the average of the high and low prices of a share of our Class A common
stock on the dividend payment date.
Alternatively, a director may make an advance election to receive payment of all or any part of his or her director fees in
the form of SARs having an equivalent grant date value. We grant director SARs with an exercise price equal to the
grant date fair market value (the average of the high and low quoted prices of the Company stock on the grant date)
and a 10-year term. The SARs become vested and exercisable on the last business day immediately preceding the
next annual meeting of stockholders or, if earlier, upon the director’s termination of service due to death or permanent
disability.
The Company grants Share Awards to directors following the Company’s annual meeting of stockholders. Share
Awards granted in 2021 vest on a pro-rata basis over the course of the year following the grant date and are distributed
in stock in a lump sum following the director’s separation from service, unless the director elects to have the award
distributed on the one-year anniversary of the grant date or in one to 10 annual installments following separation from
service. Directors make their elections in the year prior to grant of the award. Share Awards neither accrue dividend
equivalents nor provide voting rights until the stock is distributed.
The Company reimburses directors for travel expenses, other out-of-pocket costs they incur when attending meetings
and, for one meeting per year, attendance by spouses. To encourage our directors to visit and personally evaluate our
properties, the directors also receive complimentary rooms, food and beverages at Company-owned, operated or
franchised hotels, as well as the use of hotel-related services such as Marriott-managed golf and spa facilities, when on
personal travel. We report the value of these benefits to the directors as taxable compensation and do not provide the
directors any gross-up to cover such taxes.
The Board believes that stock ownership by non-employee directors is essential for aligning their interests with those of
our stockholders. To emphasize this principle, Board stock ownership guidelines require that each non-employee
director own Company stock or vested stock units valued at three times the director’s combined annual cash and stock
retainers, or roughly nine times the annual cash retainer. All non-employee directors who have served as directors of
the Company for five years or more have met this goal.

Director Compensation for Fiscal Year 2021

The following Director Compensation Table presents the compensation we paid in 2021 to our non-employee directors.
As officers, J.W. Marriott, Jr. and Anthony Capuano were not paid for their service as directors.
Change in
Pension Value
and Nonqualified
Deferred
Fees Earned or Compensation All Other
Paid in Cash Stock Awards Earnings Compensation
Name ($)(2) ($)(3)(4) ($)(5) ($)(6) Total ($)
Deborah M. Harrison 91,667 175,032 — 12,904 279,603
Frederick A. Henderson 121,667 175,032 — — 296,699
Eric Hippeau 91,667 175,032 — — 266,699
Lawrence W. Kellner 159,167 175,032 — — 334,199
Debra L. Lee 111,667 175,032 1,806 — 288,505
Aylwin B. Lewis 126,667 175,032 1,836 — 303,535
David S. Marriott(1) 63,333 175,032 — — 238,365
Margaret M. McCarthy 142,581 175,032 — — 317,613
George Muñoz 106,667 175,032 4,905 14,782 301,386
Horacio D. Rozanski 74,301 175,032 — 27,670 277,003
Susan C. Schwab 91,667 175,032 399 — 267,098
(1) Mr. David Marriott stepped down as an employee after joining the Board in March 2021. The table reflects the compensation he received in
2021 for his non-employee director service. The compensation he received in 2021 for his service as an employee of the Company is
disclosed in the “Transactions with Related Persons” section below.
(2) This column includes any fees that the directors elected to defer as stock units to their stock unit accounts in the Stock Plan, and fees that
were deferred pursuant to the EDC, as set forth below. No director elected to receive their fees in the form of SARs.
(3) Each non-employee director was granted a Deferred Share Award on May 10, 2021, covering 1,224 shares, that vests on a pro-rata basis
over the course of the year following the grant date. In accordance with the Company’s equity compensation grant procedures, the awards
were determined by dividing the target value of the Deferred Share Award by the average of the high and low prices of a share of the
Company’s Class A common stock on the date the awards were granted, which was $143.00 per share. The amounts reported in the
“Stock Awards” column reflect the grant date fair value of the award, determined in accordance with accounting guidance for share-based
payments.

(4) The following table indicates the number of outstanding SARs, RSUs, and Deferred Share Awards and other deferred stock units
(collectively, “DS”) held by each director at the end of 2021. This table also includes Marriott Vacations Worldwide (“MVW”) DS awards
settled in shares of MVW stock, resulting from adjustments to the Company DS awards for the Company’s timeshare business spin-off in
2011. A portion of the DS awards held by Mr. Hippeau reflects Starwood awards, which, in connection with the Starwood combination in
2016, converted into awards settled in Marriott stock. This table does not reflect accrued dividend equivalents that are paid in cash upon
settlement of the converted Starwood DS awards.
Number of Securities Underlying

Unexercised Director Options/ Number of Shares or Number of Shares or
Award SARs Units of Stock That Units of Stock That
Name Type Exercisable (#) Unexercisable (#) Have Not Vested (#) Have Vested (#)
Mrs. Harrison DS — — 433 2,083
RSU — — — 746
SARs 7,588 — — —
Mr. Henderson DS — — 433 15,522
Mr. Hippeau DS — — 433 38,223
Mr. Kellner DS — — 433 25,735
MVW DS — — — 1,021
Ms. Lee DS — — 433 33,225
MVW DS — — — 1,704
Mr. Lewis DS — — 433 8,007
Mr. D. Marriott DS 433 791
RSU 17,609
Ms. McCarthy DS — — 433 4,228
Mr. Muñoz SARs 9,557 — — —
DS — — 433 47,041
MVW DS — — — 3,487
Mr. Rozanski DS 433 791
Ms. Schwab DS — — 433 5,978
(5) The values reported equal the earnings credited to accounts in the EDC to the extent they were credited at a rate of interest exceeding
120% of the applicable federal long-term rate, as discussed for the NEOs under “Nonqualified Deferred Compensation for Fiscal Year
2021” above.
(6) This column includes perquisites and personal benefits, including complimentary rooms, food and beverages at Company-owned, operated
or franchised hotels, as well as the use of hotel-related services such as Marriott-managed golf and spa facilities, when on personal travel.
In addition, Mrs. Harrison and her spouse occasionally accompany J.W. Marriott, Jr. on personal flights on the Company’s aircraft, although
there are no incremental costs to the Company from their presence on such flights. The values in this column do not include perquisites
and personal benefits that were less than $10,000 in aggregate for any director for the fiscal year.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information about the securities authorized for issuance under the Company’s equity
compensation plans as of December 31, 2021.
Number of Securities Number of Securities

to be Issued Weighted-Average Remaining Available for
Upon Exercise of Exercise Price of Future Issuance under
Outstanding Outstanding Equity Compensation Plans
Options/SARs, Options/SARs, (excluding securities
Plan Category Warrants and Rights Warrants and Rights reflected in the first column)
Equity compensation plans
approved by stockholders 5,537,638(1) $39.05 18,621,693(2)
Equity compensation plans not
approved by stockholders(3) 421,644 — 10,696,232
Total 5,959,282 29,317,925
(1) Includes 4,675,985 shares subject to outstanding PSU, RSU, deferred stock bonus, and Share Awards granted under the Stock Plan,
which are not included in the calculation of the Weighted-Average Exercise Price column. Includes 358,799 shares issuable at target under
outstanding PSUs.
(2) Consists of 8,411,959 securities available for issuance under the Stock Plan and 10,209,734 securities available for issuance under the
Company’s prior Employee Stock Purchase Plan, which was terminated in February 2022 in connection with the Board’s approval of the
Marriott International, Inc. Employee Stock Purchase Plan.
(3) Represents shares subject to outstanding restricted stock, RSU, and deferred stock awards and shares remaining available for future
issuance under the Starwood Hotels & Resorts Worldwide 2013 Long-Term Incentive Compensation Plan.
The Company assumed the Starwood Hotels & Resorts Worldwide 2013 Long-Term Incentive Compensation Plan (the
“Starwood LTIP”) in connection with the acquisition of Starwood. The Starwood LTIP authorizes the award of stock
options, SARs, restricted stock, RSUs, PSUs and other equity-based or equity-related awards to employees and
consultants, except that awards cannot be granted to any person who was an employee of the Company or its
subsidiaries at the time of the acquisition. The Starwood LTIP is administered by the Human Resources and
Compensation Committee of the Company’s Board, which may delegate to one or more executive officers or directors
the authority to grant awards under the plan.

Stock Ownership
STOCK OWNERSHIP
Stock Ownership of our Directors, Executive Officers and Certain Beneficial Owners
The table below sets forth the beneficial ownership of Class A common stock by our current directors, our named
executive officers, and our current directors and executive officers as a group, as of March 1, 2022 (unless otherwise
noted), as well as additional information about beneficial owners of more than five percent of the Company’s Class A
common stock. Ownership consists of sole voting and sole investment power, except as indicated in the notes below,
and except for shares registered in the name of children sharing the same household or subject to any community
property laws. Unless otherwise noted, the current address for all greater than five percent beneficial owners is Marriott
International, Inc., 10400 Fernwood Road, Bethesda, Maryland 20817.
Note on Various Marriott Family Holdings: SEC rules require reporting of beneficial ownership of certain shares by
multiple parties, resulting in double counting of some shares. After eliminating the double-counting of shares beneficially
owned, J.W. Marriott, Jr., Deborah M. Harrison, and David S. Marriott together have an aggregate beneficial ownership
of 12.03 percent of Marriott’s outstanding shares. The aggregate total beneficial ownership of J.W. Marriott, Jr., Deborah
M. Harrison, David S. Marriott and each of the “Other 5% Beneficial Owners” shown below, except for The Vanguard
Group, is 15.72 percent of outstanding shares after removing the double-counted shares. These individuals each
disclaim beneficial ownership in excess of his or her pecuniary interest over shares owned by other members of the
Marriott family and the entities named below except as specifically disclosed in the footnotes following the table below.
Shares Percent of
Name Beneficially Owned Class(1)
Directors and Director Nominees:
J.W. Marriott, Jr. 36,360,660(2)(3)(4)(5) 11.11%
Anthony G. Capuano 162,918(8) *
Isabella D. Goren 0 *
Deborah M. Harrison 26,886,430(3)(4)(6) 8.21%
Frederick A. Henderson 15,955(7) *
Eric Hippeau 64,558(7) *
Lawrence W. Kellner 28,167(7) *
Debra L. Lee 35,803(7) *
Aylwin B. Lewis 17,508(7) *
David S. Marriott 27,793,539(3)(4)(14) 8.49%
Margaret M. McCarthy 6,661(7) *
George Muñoz 55,151(7)(8) *
Horacio D. Rozanski 1,224(7) *
Susan C. Schwab 12,007(7) *
Other Named Executive Officers:
Stephanie C. Linnartz 38,369(8) *
Kathleen K. Oberg 38,771(8) *
William P. Brown 15,778 *
Craig S. Smith 49,301(8) *
All Current Directors and Executive Officers as a Group:
(21 persons) 39,962,418(9) 12.21%
Other 5% Beneficial Owners:
Richard E. Marriott 20,621,247(2)(11) 6.30%
John W. Marriott III 23,240,093(4)(10) 7.10%
Juliana B. Marriott 22,482,046(4)(12) 6.87%
Jennifer R. Jackson 22,036,784(4)(13) 6.73%
Michelle E. Marriott 22,047,929(4)(15) 6.73%
Juliana B. Marriott Marital Trust 22,464,046(4)(16) 6.86%
JWM Family Enterprises, Inc. 22,027,118(4) 6.73%
JWM Family Enterprises, L.P. 22,027,118(4) 6.73%
The Vanguard Group 20,956,076(17) 6.40%

100 Vanguard Blvd.
Malvern, PA 19355
* Less than 1 percent.

Stock Ownership
(1) Based on the number of shares outstanding, 327,254,156 on March 1, 2022, plus the number of shares acquirable by the specified
person(s) within 60 days of March 1, 2022, as described below. The underlying share amounts for SARs are all based on the $164.91
closing price of Marriott’s Class A Common Stock on March 1, 2022.
(2) Includes the following 9,064,084 shares that both J.W. Marriott, Jr. and his brother Richard E. Marriott report as beneficially owned: (a)
2,485,594 shares held by trusts for the benefit of their children, for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-trustees;
(b) 3,432,787 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., Richard
E. Marriott, David S. Marriott, and Deborah M. Harrison serve as co-trustees; and (c) 3,145,703 shares held by a limited liability company
for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-managers.
(3) Includes 240,000 shares owned by six trusts for the benefit of the grandchildren and more remote descendants of J.W. Marriott, Jr., for
which J.W. Marriott, Jr.’s spouse and each of his children serve as co-trustees and that J.W. Marriott, Jr., his daughter Deborah M.
Harrison, and his sons David S. Marriott and John W. Marriott III each report as beneficially owned.
(4) Includes the following 22,027,118 shares that J.W. Marriott, Jr., his children John W. Marriott III, Deborah M. Harrison, and David S.
Marriott, his daughter-in-law Juliana B. Marriott, his granddaughters Michelle E. Marriott and Jennifer R. Jackson, the Juliana B. Marriott
Marital Trust, JWM Family Enterprises, Inc., and JWM Family Enterprises, L.P. each report as beneficially owned: (a) 8,319,999 shares
owned by Thomas Point Ventures, L.P.; (b) 1,640,000 shares owned by Anchorage Partners, L.P.; (c) 360,000 shares owned by Bay
Harbor Limited Holdings, LLC; (d) 360,000 shares owned by Terrapin Limited Holdings, LLC; (e) 250,000 shares owned by Short North
Limited Holdings LLC; (f) 3,000,000 shares owned by Penny Lane Limited Holdings, LLC, all of which are pledged as security; (g)
880,000 shares owned by 43 Degrees North Holdings, LLC, all of which are pledged as security; and (h) 7,217,119 shares owned by
JWM Family Enterprises, L.P. JWM Family Enterprises, Inc., a corporation in which J.W. Marriott, Jr., Deborah M. Harrison, David S.
Marriott, and two of his granddaughters, Michelle E. Marriott and Jennifer R. Jackson, are directors, is the sole general partner of JWM
Family Enterprises, L.P., a limited partnership, which in turn is (i) the sole general partner of Thomas Point Ventures, L.P. and Anchorage
Partners, L.P., which also are limited partnerships, and (ii) the sole member of Terrapin Limited Holdings, LLC, Short North Limited
Holdings LLC, and Penny Lane Limited Holdings, LLC. Anchorage Partners, L.P., is the sole member of Bay Harbor Limited Holdings,
LLC, and Thomas Point Ventures, L.P. is the sole member of 43 Degrees North Holdings, LLC. The address for the corporation, the three
limited partnerships and the five limited liability companies is 540 Gaither Road, Suite 100, Rockville, Maryland 20850.
(5) Includes the following 4,830,874 shares that J.W. Marriott, Jr. reports as beneficially owned, in addition to the shares referred to in
footnotes (2), (3) and (4): (a) 198,584 shares held in a 401(k) account for the benefit of J.W. Marriott, Jr.; (b) 2,637,790 shares held in a
revocable trust for the benefit of J.W. Marriott, Jr., for which he is the sole trustee, all of which are pledged as security; (c) 285,758 shares
held in a revocable trust for the benefit of J.W. Marriott, Jr.’s spouse, for which his spouse is the sole trustee (Mr. Marriott disclaims
beneficial ownership of such shares); and (d) 1,708,742 shares owned by separate trusts for the benefit of J.W. Marriott, Jr.’s children and
grandchildren, for which his spouse serves as a co-trustee.
(6) Includes the following 4,619,312 shares that Deborah M. Harrison reports as beneficially owned in addition to the shares referred to in
footnotes (3) and (4): (a) 26,864 shares directly held and 160,440 shares held in grantor trusts of which Deborah M. Harrison is the sole
trustee; (b) 14,711 shares owned by Deborah M. Harrison’s spouse (Mrs. Harrison disclaims beneficial ownership of such shares);
(c) 9,350 shares held in thirteen trusts for the benefit of Deborah M. Harrison’s grandchildren, for which Deborah M. Harrison’s spouse
serves as trustee; (d) 168,003 shares held in three trusts for the benefit of Deborah M. Harrison’s children, for which Deborah M. Harrison
serves as trustee; (e) 245,210 shares held in a trust for the benefit of Deborah M. Harrison’s descendants, for which Deborah M. Harrison
serves as trustee; (f) 179,166 shares held by three trusts for the benefit of John W. Marriott III’s children, for which John W. Marriott III
and Deborah M. Harrison serve as co-trustees; (g) 251,000 shares held by a life insurance trust for the benefit of J.W. Marriott, Jr., for
which each of his children serve as trustees; (h) 34,920 shares held in a limited liability company of which Deborah M. Harrison is a
manager; (i) 90,561 shares held in a limited liability company of which Deborah M. Harrison’s spouse is a manager; (j) 3,784 shares
subject to PSUs, SARs and RSUs held by Deborah M. Harrison currently exercisable or exercisable within 60 days after March 1, 2022;
(k) 2,516 shares subject to non-employee director deferred share awards, that were beneficially owned as of March 1, 2022; and
(l) 3,432,787 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr.,
Richard E. Marriott, David S. Marriott, and Deborah M. Harrison serve as co-trustees (referred to in footnote (2)(b)).
(7) Includes the combined numbers of shares (a) subject to non-employee director deferred share awards, and (b) in stock unit accounts of
non-employee directors, and that were beneficially owned as of March 1, 2022, as follows: Mr. Henderson: 15,955 shares; Mr. Hippeau:
38,656 shares; Mr. Kellner: 26,167 shares; Ms. Lee: 33,658 shares; Mr. Lewis: 8,440 shares; Ms. McCarthy: 4,661 shares; Mr. Muñoz:
47,474 shares; Mr. Rozanski: 1,224 shares; and Ms. Schwab: 6,411 shares. Ms. McCarthy’s total also includes 2,000 shares that are
pledged as security.
(8) Includes shares subject to Options, PSUs, SARs and RSUs currently exercisable or exercisable within 60 days after March 1, 2022, as follows:
Mr. Capuano: 54,982 shares; Ms. Linnartz: 7,119 shares; Mr. Muñoz: 5,562 shares; Ms. Oberg: 14,651 shares; and Mr. Smith: 26,402.
(9) The 3,432,787 shares referred to in footnote (2)(b), the 240,000 shares referred to in footnote (3), and the 22,027,118 shares referred to
in footnote (4) are reported as beneficially owned by each of J.W. Marriott, Jr., Deborah M. Harrison, and David S. Marriott, but are
included only once in reporting the number of shares owned by all directors, nominees and executive officers as a group. All current
directors and executive officers as a group held 121,148 PSUs, SARs, and RSUs currently exercisable or exercisable within 60 days after
March 1, 2022. All current directors and executive officers as a group, other than J.W. Marriott, Jr. Deborah M. Harrison, and David S.
Marriott beneficially owned an aggregate of 572,599 shares (including 117,364 PSUs, SARs, and RSUs currently exercisable or
exercisable within 60 days after March 1, 2022), or 0.175 percent of our Class A common stock outstanding as of March 1, 2022
(including shares acquirable within 60 days). All current directors and executive officers as a group held 6,541,787 shares pledged as
security, or 2.00 percent of our Class A common stock outstanding as of March 1, 2022 (including shares acquirable within 60 days).
(10) Includes the following 966,764 shares that John W. Marriott III reports as beneficially owned, in addition to the shares referred to in
footnotes (3) and (4): (a) 409,996 shares directly held; (b) 179,166 shares held by three trusts for the benefit of John W. Marriott III’s
children, for which John W. Marriott III and Deborah M. Harrison serve as co-trustees (referred to in footnote (6)(f)); (c) 75,000 shares
owned by a trust for the benefit of John W. Marriott III’s descendants, for which John W. Marriott III and David S. Marriott serve as
co-trustees; (d) 251,000 shares held by a life insurance trust for the benefit of J.W. Marriott, Jr., for which each of his children serve as
co-trustees (referred to in footnote (6)(g)); (e) 45,390 shares owned by the JWM III Family Foundation, a charitable foundation for which
John W. Marriott III serves as sole director; and (f) 6,212 shares held in a 401(k) account for the benefit of John W. Marriott III.

Stock Ownership
(11) Includes the following 11,557,163 shares that Richard E. Marriott reports as beneficially owned, in addition to the 9,064,084 shares
referred to in footnote (2): (a) 1,170,855 shares directly held and 5,745,897 shares held in grantor trusts of which Richard E. Marriott is
the sole trustee; (b) 287,222 shares owned by Richard E. Marriott’s spouse (Mr. Marriott disclaims beneficial ownership of these shares);
(c) 1,067,917 shares owned by three trusts for the benefit of Richard E. Marriott’s children, for which his spouse serves as a co-trustee;
(d) 2,251,519 shares owned by First Media, L.P., a limited partnership whose general partner is a corporation in which Richard E. Marriott
is the controlling voting stockholder; (e) 17,000 shares held by a trust established for the benefit of J.W. Marriott, Jr., for which Richard E.
Marriott serves as trustee; (f) 151,390 shares owned by the Richard E. and Nancy P. Marriott Foundation, for which Richard E. Marriott
and his spouse serve as directors and officers; and (g) 865,363 shares held by trusts for which Richard E. Marriott serves as trustee.
Richard E. Marriott is the brother of J.W. Marriott, Jr. and is a former director and officer of the Company. His address is Host Hotels &
Resorts, Inc., 10400 Fernwood Road, Bethesda, Maryland 20817.
(12) Includes the following 454,928 shares that Juliana B. Marriott reports as beneficially owned in addition to the shares referred to in footnote
(4): (a) 18,000 shares directly held; and (b) 436,928 shares owned by a trust for the benefit of Juliana B. Marriott (the “Juliana B. Marriott
Marital Trust”), for which David S. Marriott and Juliana B. Marriott are co-trustees.
(13) Includes 9,666 shares held in four trusts for the benefit of Jennifer R. Jackson’s nieces and nephews, for which her spouse serves as
trustee, that Ms. Jackson reports as beneficially owned in addition to the shares referred to in footnote (4).
(14) Includes the following 5,526,421 shares that David S. Marriott reports as beneficially owned in addition to the shares referred to in
footnotes (3) and (4): (a) 550,741 shares directly held and 24,166 shares held in a grantor trust of which David S. Marriott is the sole
trustee; (b) 11,518 shares held by David S. Marriott’s spouse (Mr. Marriott disclaims beneficial ownership of such shares); (c) 78,220
shares held by four trusts for the benefit of David S. Marriott’s children, for which David S. Marriott serves as trustee; (d) 230,930 shares
owned by a trust for the benefit of David S. Marriott’s descendants, for which David S. Marriott serves as trustee; (e) 75,000 shares
owned by a trust for the benefit of John W. Marriott III’s descendants, for which John W. Marriott III and David S. Marriott serve as
co-trustees (referred to in footnote 10(c)); (f) 221,678 shares owned by three trusts for the benefit of Stephen G. Marriott’s descendants,
for which David S. Marriott serves as trustee; (g) 65,354 shares owned by two trusts for the benefit of Stephen Blake Marriott, for which
David S. Marriott serves as trustee; (h) 436,928 shares owned by a trust for the benefit of Juliana B. Marriott, for which David S. Marriott
and Juliana B. Marriott are co-trustees (referred to in footnote (12)(b)); (i) 123,667 shares owned by four trusts for the benefit of Stephen
G. Marriott’s children, for which David S. Marriott serves as trustee; (j) 251,000 shares held by a life insurance trust for the benefit of J.W.
Marriott, Jr., for which each of his children serve as co-trustees (referred to in footnote (6)(g)); (k) 1,224 shares subject to non-employee
director deferred share awards, that were beneficially owned as of March 1, 2022; and (l) 3,432,787 shares owned by The J. Willard &
Alice S. Marriott Foundation, a charitable foundation, for which David S. Marriott serves as co-trustee with J.W. Marriott, Jr., Richard E.
Marriott and Deborah M. Harrison (referred to in footnote (2)(b)).
(15) Includes 20,811 shares that Michelle E. Marriott reports as beneficially owned in addition to the shares referred to in footnote (4).
(16) Includes 436,928 shares that the Juliana B. Marriott Marital Trust reports as beneficially owned in addition to the shares referred to in
footnote (4).
(17) Based on a review of a Schedule 13G/A report filed with the SEC on February 10, 2022, The Vanguard Group beneficially owned
20,956,076 shares as of December 31, 2021, with sole voting power as to 0 shares, shared voting power as to 450,557 shares, sole
dispositive power as to 19,855,281 shares, and shared dispositive power as to 1,100,795 shares.
Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, requires the Company’s directors and executive officers and persons who own more
than 10% of a registered class of the Company’s equity securities (the “Reporting Persons”) to file with the SEC reports
on Forms 3, 4 and 5 concerning their ownership of and transactions in the common stock and other equity securities of
the Company, generally within two business days of a reportable transaction. As a practical matter, the Company seeks
to assist its directors and executives by monitoring transactions and completing and filing reports on their behalf.
Based solely upon a review of SEC filings and written representations that no other reports were required, we believe
that all Reporting Persons complied with these reporting requirements for fiscal year 2021, except for a late Form 5
filing by Deborah M. Harrison to report the receipt of a gift; a late Form 5 filing by David S. Marriott to report the receipt
of a gift and to report a gift by a trust on which he serves as a co-trustee; a late Form 5 filing by the Juliana Marriott
Marital Trust to report a gift; and a late Form 5 filing by Juliana Marriott to report the receipt of a gift and to report a gift
by a trust on which she serves as a co-trustee. The untimely reports were the result of administrative errors.

Transactions with Related Persons
TRANSACTIONS WITH RELATED PERSONS

JWM Family Enterprises, L.P. (“Family Enterprises”) is a Delaware limited partnership that is beneficially owned and
controlled by Mr. J.W. Marriott, Jr., the Company’s current Executive Chairman and Chairman of the Board, and
members of his family, including Mrs. Deborah M. Harrison (daughter of J.W. Marriott, Jr.), a member of the Company’s
Board; and Mr. David S. Marriott (son of J.W. Marriott, Jr.), a member of the Company’s Board and Chairman of the
Board-Elect. Family Enterprises indirectly holds (or held in 2021) varying percentages of ownership in 16 hotels that we
operate pursuant to management agreements with entities controlled by Family Enterprises. We also provide
procurement, renovation and/or technical services for some of these properties pursuant to contracts entered into with
the ownership entities. We expect such arrangements to continue in 2022. In 2021, we earned management fees of
approximately $6.2 million plus reimbursement of certain expenses, and procurement, renovation and/or technical
services fees of approximately $17,000, from our operation of and provision of services for these hotels. We have no
financial involvement in Family Enterprises or in any of these hotels, other than as described in this paragraph.
Other members of the Marriott family hold varying interests in certain other properties for which we earned
management, franchise, and other fees in 2021 or expect to earn such fees in 2022:
• Mr. Christopher Harrison (grandson of J.W. Marriott, Jr. and son of Mrs. Harrison) and Mr. Craig Ballard (son-in-law of
Mrs. Harrison) hold an aggregate two-thirds interest in Dauntless Capital Partners, LLC (“Dauntless”), a private
investment firm that manages long-term investments in hospitality real estate. Entities affiliated with Dauntless, and in
which Dauntless and other Marriott family members hold interests, hold varying interests in eight Marriott-branded
hotels, six of which are franchised and two of which we operate pursuant to management agreements with the hotel
owner. We expect such arrangements to continue in 2022. It is possible Dauntless or entities affiliated with it will
acquire interests in additional hotels operated or franchised by us. In 2021 (or, for interests acquired in 2021,
between the time when the interests in the hotels were acquired and December 31, 2021), we earned approximately
$1.35 million of management, franchise and other fees related to such properties, plus reimbursement of certain
expenses. Messrs. Harrison and Ballard also hold an aggregate two-thirds interest in Twin Bridges Hospitality LLC
(“Twin Bridges”), which has advised us that it acts (or expects to act) as asset manager for 13 Marriott-branded hotels
under agreements with the hotel owners, including the eight Marriott-branded hotels referred to above in this
paragraph. We are not a party to any of those agreements. Other than the management or franchise arrangements
described in this paragraph, we have no financial involvement in the hotels or investment entities described in this
paragraph.
• In March 2021, the Company entered into a management agreement with a developer related to the development of
a Ritz-Carlton Hotel & Residences in Nashville, TN. Ms. Michelle E. Marriott (Mr. J.W. Marriott, Jr.’s granddaughter
and a member of the board of Family Enterprises) and her siblings are beneficiaries of a trust that holds an indirect,
minority interest in the development entities, and her mother and step-father are the trustees of the trust. In 2021, the
Company earned (i) no management or other fees related to such property, and (ii) approximately $217,000 in
procurement, renovation and/or technical services fees related to the property.
Our Company was founded by Mr. J.W. Marriott, Jr.’s father, and the Board believes that the involvement of Marriott
family members in responsible positions of the Company makes a significant long-term contribution to the value of our
corporate name and identity and to the maintenance of our reputation for providing quality products and services,
reinforces the culture and core values that are the bedrock of our success, and promotes associate engagement and
retention. In addition to Mr. J.W. Marriott, Jr.’s service as Executive Chairman and Chairman of the Board,
Mrs. Harrison’s membership on the Board and role as Global Cultural Ambassador Emeritus, and Mr. David S.
Marriott’s former service as the President, U.S. Full Service Managed by Marriott, membership on the Board, and
upcoming service as Chairman of the Board, the Company employs (or employed in 2021) other members of the
Marriott family, including Mr. J.W. Marriott, Jr.’s son-in-law (and Mrs. Harrison’s husband) Mr. Ronald T. Harrison; his
granddaughter, Nicole Avery; and his grandson (and Mrs. Harrison’s son) Mr. Matthew Harrison. From time to time, the
Company may also employ family members of other directors or executive officers. The compensation levels of such
family members are set based on reference to external market practice for similar positions and/or internal pay equity
when compared to the compensation paid to non-family members in similar positions.

Employed family members with total compensation for 2021 in excess of $120,000, which includes, to the extent
applicable, base salary, bonus, the value of stock-based awards, and all other compensation, are shown in the table
below. In his role as Executive Chairman and in light of his significant ownership of our stock, Mr. J.W. Marriott, Jr. is
not eligible for annual cash incentives or stock-based awards.
Total
Compensation for 2021
Director / Executive Officer Family Members Family Member Position ($)
J.W. Marriott, Jr., J.W. Marriott, Jr. Executive Chairman and 3,051,227
Deborah M. Harrison, and Chairman of the Board
David S. Marriott
David S. Marriott* Former President, U.S. Full 1,624,852
Service, Managed by
Marriott
Ronald T. Harrison Global Design Officer 1,598,481
* This table reflects David S. Marriott’s 2021 compensation for service as the Company’s President, U.S. Full Service Managed by Marriott.
As described above, he joined the Board in March 2021 and stepped down as an employee of the Company prior to the 2021 annual
meeting. In connection with his transition to serving on the Board, the Human Resources and Compensation Committee provided that the
equity awards granted to him while he was an employee will continue to vest, conditioned on his continued service as a director. Under
SEC rules, the change in vesting conditions is reportable as 2021 compensation based on an accounting valuation of $186,720, which
amount is included in the total compensation column above.
The Company provides J.W. Marriott, Jr. with various non-business-related services and permits him to use the
Company’s aircraft for personal travel when not already committed for Company use. J.W. Marriott, Jr. reimbursed the
Company for the cost of these various non-business-related services provided by Company associates in the amount of
$304,850 for 2021. J.W. Marriott, Jr. and the Company entered into a non-exclusive aircraft time sharing agreement,
dated September 20, 2018, which permits him to compensate the Company for some personal use of the Company’s
aircraft. For flights under the time sharing agreement, J.W. Marriott, Jr. compensates the Company for personal use of
the aircraft based on a cost reimbursement methodology compliant with Federal Aviation Administration regulations.
Since January 1, 2021, these reimbursements were less than $120,000.
Policy on Transactions and Arrangements with Related Persons

The Company has adopted a written policy for approval of transactions and arrangements between the Company and
the Company’s current and recent former directors, director nominees, current and recent former executive officers,
greater than five percent stockholders, and their immediate family members where the amount involved exceeds
$120,000. Each of the related person transactions described above is subject to, and has been approved or ratified
under, this policy.
The policy provides that the Audit Committee reviews certain transactions subject to the policy and determines whether
or not to approve or ratify those transactions. In doing so, the Audit Committee takes into account, among other things,
whether the transaction is on terms no less favorable to the Company than those of similar contemporaneous
transactions, arrangements or relationships with unrelated third parties and the materiality of the related person’s
interest in the transaction, arrangement or relationship. The policy also provides that the Company’s Corporate Growth
Committee, an internal management committee whose members include the Company’s CEO and members of the
Company’s senior management, approve all such transactions that involve the management, operation, ownership,
purchase, sale, or lease of a hotel, timeshare property, land and/or improvements.
The Audit Committee and the Corporate Growth Committee have considered and deemed approved certain limited
categories of transactions with related persons. Information on such transactions is provided to the appropriate committee at
regularly scheduled meetings. Transactions that have been deemed approved under the policy are limited to:
• provision of certain services in connection with lodging transactions with specified maximum dollar thresholds and
where the Company’s Global Design Division has determined that the terms are no less favorable to the Company
than those of similar agreements with unrelated third party owners;
• changes to certain lodging transactions, subject to specified maximum percentage of the value thresholds, that are
consistent with general terms and conditions of transactions that the Audit Committee has previously approved;

• ordinary course residence and similar sales or leases under any general program of sale or lease to third parties, if
the price or rental paid is no lower than the lowest price or rental offered to third parties or to Marriott associates
under Company-wide associate discount programs with respect to such property;
• employment and compensation relationships that are subject to Human Resources and Compensation Committee or
other specified internal management approvals or which, in the case of executive officers, are subject to required
proxy statement disclosure;
• certain transactions with other companies and certain charitable contributions in which the related persons’ interest or
involvement is limited and, with respect to directors who otherwise are independent, is consistent with the
independence criteria under both the Company’s Governance Principles and the Nasdaq corporate governance
listing standards;
• transactions where the related party’s interest arises solely from the ownership of the Company’s common stock and
all holders of the Company’s common stock receive the same benefit on a pro rata basis; and
• non-lodging transactions involving less than $500,000 that are approved by a standing subcommittee of the
Corporate Growth Committee or, if the transactions pose a conflict of interest for all members of the subcommittee,
the CEO.

Questions and Answers about the Meeting
QUESTIONS AND ANSWERS ABOUT THE MEETING
2022 Proxy Materials

Why am I receiving these proxy materials?
The enclosed proxy is solicited by the Board of Directors of the Company for the Annual Meeting to be held at 12:00
p.m., Eastern Time, on Friday, May 6, 2022, and any adjournment or postponement thereof. The Board has made
these materials available to you over the internet or has delivered printed versions of these materials to you by mail,
because you owned shares of the Company’s Class A common stock on March 9, 2022, the record date, and that
entitles you to notice of, and to attend and vote at, the Annual Meeting. At our Annual Meeting, stockholders will act
upon the matters described in the accompanying notice of meeting (the “Notice”). These actions include the election of
each of the 12 director nominees; ratification of the appointment of the independent registered public accounting firm
(sometimes referred to as the “independent auditor”); an advisory vote to approve executive compensation; approval of
the Marriott International, Inc. Employee Stock Purchase Plan; a vote on stockholder proposals (if properly presented);
and any other matters that may properly be presented at the meeting. In addition, our management will report on the
Company’s performance during fiscal year 2021 and respond to questions from stockholders.
What vote does the Board recommend for each item?

The Board’s recommendations are set forth after the description of each item in this proxy statement. In summary, the
Board recommends a vote:
• FOR the election of each of the 12 director nominees (see Item 1 on page 7);
• FOR the ratification of the appointment of Ernst & Young LLP, the independent auditor for fiscal year 2022 (see
Item 2 on page 8);
• FOR the advisory vote to approve executive compensation (see Item 3 on page 8);
• FOR the approval of the Marriott International, Inc. Employee Stock Purchase Plan (see Item 4 on page 9);
• AGAINST the stockholder resolution requesting the Board prepare a report on the economic and social costs and
risks created by the Company’s compensation and workforce practices (see Item 5 on page 11); and
• AGAINST the stockholder resolution regarding an independent Board chair policy (see Item 6 on page 13).
Participating in the Annual Meeting

What is a virtual meeting?
This year’s Annual Meeting will be conducted virtually through a live audio webcast and online stockholder tools
accessible via the Internet. There will be no physical meeting location. We have adopted this format to facilitate
stockholder attendance and to enable stockholders to participate fully, and equally, regardless of size, resources, or
physical location. We believe this format will also reduce the costs to the Company and stockholders of planning,
holding, and attending the Annual Meeting, while still allowing for the same participation opportunities as were available
at an in-person meeting. These proxy materials include instructions on how to access and participate in the virtual
Annual Meeting and how you may vote your shares of Company stock before or during the Annual Meeting.
Who can participate?

All stockholders of record at the close of business on the record date, or their duly appointed proxies, may participate in
the Annual Meeting. To join the Annual Meeting, log in at www.virtualshareholdermeeting.com/MAR2022. Stockholders
will need their unique control number, which appears on the proxy card (printed in the box and marked by the arrow),
next to the label for postal mail recipients or within the body of the email sending the proxy statement. Stockholders
whose shares are held beneficially through a brokerage firm, bank, trust or other similar organization (that is, in “street
name”) also may participate in the Annual Meeting. If your shares are held in street name and your voting instruction

form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access
and participate in the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise,
stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at
least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at
the Annual Meeting. The Annual Meeting will begin promptly at 12:00 p.m. Eastern Time on May 6, 2022. You may
begin to log into the meeting platform approximately thirty minutes before the start.
Who should stockholders contact if they have technical issues accessing the virtual Annual
Meeting?
Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to
allow time for you to log in and test your computer audio system. We encourage stockholders to access the meeting
prior to the start time. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting
time, please call the technical support number that will be posted on the Annual Meeting website log-in page.
How can stockholders ask questions during the virtual meeting?

As part of the Annual Meeting, we will hold a live question and answer session, during which we intend, time permitting,
to answer all written questions pertinent to the Company and the meeting matters that are submitted before or during
the meeting in accordance with the Annual Meeting’s Rules of Conduct, which will be posted on the Annual Meeting
website. Stockholders may submit questions prior to the day of the meeting at www.proxyvote.com after logging in with
their unique control number found on the proxy card (printed in the box and marked by the arrow), next to the label for
postal mail recipients or within the body of the email sending the proxy statement. Questions may be submitted the day
of or during the Annual Meeting through www.virtualshareholdermeeting.com/MAR2022. Answers to any such questions
that are not addressed during the meeting will be published on the Marriott Investor Relations website shortly after the
meeting. Questions and answers may be grouped by topic and substantially similar questions will be grouped and
answered once. We reserve the right to edit or reject questions we deem profane or otherwise inappropriate.
Voting Procedures
Who is entitled to vote?
Only stockholders of record at the close of business on the record date, March 9, 2022, are entitled to receive notice of
and to attend and vote at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. Each
outstanding share of the Company’s Class A common stock entitles its holder to cast ten votes on each matter to be
voted upon.
How do I vote?
Whether you are a stockholder of record or a beneficial owner whose shares are held in street name, you can vote in
any one of four ways:
• Via the Internet in advance of the Annual Meeting. You may vote by submitting your proxy by visiting the website
at www.proxyvote.com and entering the control number found on your proxy card (printed in the box marked by the
arrow) next to the label for postal mail recipients or within the body of the email sending the proxy statement.
• By Telephone. You may vote by submitting your proxy by calling the toll-free number found on the proxy card or in
the voting instruction form.
• By Mail. You may vote by submitting your proxy by mail by filling out the enclosed proxy card (if you are a
stockholder of record) or voting instruction form (if you are a beneficial owner) and sending it back in the postage-paid
envelope provided.
• Online During the Annual Meeting. If you are a stockholder of record and you plan to join the Annual
Meeting, you are encouraged to vote beforehand by Internet, telephone or mail. You also may vote at
www.virtualshareholdermeeting.com/MAR2022 during the Annual Meeting. Have your unique control number
available when you access the Annual Meeting website.

Telephone and Internet voting is available through 11:59 p.m. Eastern Time on Thursday, May 5, 2022. The telephone
and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. The
procedures, which are designed to comply with Delaware law, allow stockholders to appoint a proxy to vote their shares
and to confirm that their instructions have been properly recorded.
If you hold your shares in “street name” through a broker or other nominee, you may be able to vote by telephone or
electronically through the Internet in accordance with the voting instructions provided by that institution. If you do not
provide voting instructions to your broker or other nominee in advance of the Annual Meeting, your broker will have
discretionary authority to vote on “routine matters.” The ratification of the appointment of the independent registered
public accounting firm in Item 2 is the only item on the agenda for the Annual Meeting that is considered routine. Thus,
if you do not provide voting instructions to your broker or other nominee in advance of the Annual Meeting, your shares
will not be voted on Items 1, 3, 4, 5, 6 and any other matters that may properly be voted on at the Annual Meeting,
resulting in “broker non-votes” in an amount equivalent to your shares with respect to these items.
How do I vote my 401(k) shares?

If you participate in the Marriott Retirement Savings Plan or the Marriott International, Inc. Puerto Rico Retirement Plan
(the “Retirement Plans”), you may give voting instructions as to the number of share equivalents allocated to your
account as of the record date. You may provide voting instructions to the trustee under the Retirement Plans by
completing and returning the proxy card accompanying this proxy statement. The trustee will vote the number of shares
equal to the share equivalents credited to your account in accordance with your duly executed instructions if they are
received by 11:59 p.m. Eastern Time, on Tuesday, May 3, 2022. If you do not send instructions by this deadline or if
you do not vote by proxy, or if you return your proxy card with an unclear voting designation or no voting designation at
all, the trustee will vote the number of shares equal to the share equivalents credited to your account in the same
proportion that it votes shares for which it did receive timely instructions.
What shares are included on my proxy card(s)?

The shares on your proxy card(s) represent ALL of your shares of Class A common stock that the Company’s stock
transfer records indicate that you hold, including (i) any shares you may hold through the Computershare Investor
Services Program for Marriott International, Inc. Stockholders administered by Computershare Investor Services; and
(ii) if you are a participant in one of the Retirement Plans, any shares that may be held for your account by The
Northern Trust Company as the plan’s custodian. Shares that you hold in “street name” through a broker or other
nominee are not included on the proxy card(s) furnished by the Company, but the institution will provide you with a
voting instruction form.
How will my shares be voted?

Your shares will be voted as you indicate on the proxy card. Except as indicated above with respect to shares held in
the Retirement Plans, if you return your signed proxy card but do not mark the boxes indicating how you wish to vote,
your shares will be voted FOR the election of each of the 12 director nominees; FOR the ratification of the appointment
of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022; FOR the
advisory vote to approve executive compensation; FOR the approval of the Marriott International, Inc. Employee Stock
Purchase Plan; AGAINST the stockholder resolution requesting the Board prepare a report on the economic and social
costs and risks created by the Company’s compensation and workforce practices; and AGAINST the stockholder
resolution regarding an independent Board chair policy.
What constitutes a quorum?

The presence at the Annual Meeting, by participating in the virtual Annual Meeting or by proxy, of the holders of a
majority of the shares of Class A common stock of the Company issued and outstanding on the record date and entitled
to vote will constitute a quorum. A quorum is required for business to be conducted at the Annual Meeting. As of the
March 9, 2022 record date, 327,254,156 shares of our Class A common stock were outstanding and entitled to vote. If
you submit a properly executed proxy card, even if you abstain from voting, you will be considered part of the quorum.
Similarly, “broker non-votes” (described below) will be counted in determining whether there is a quorum.

What vote is required to approve each item?

In the election of directors, each nominee must receive more “FOR” votes than “AGAINST” votes in order to be elected
as a director. Instructions to “ABSTAIN” and broker non-votes will have no effect on the election of directors.
For (i) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for fiscal year 2022, (ii) the advisory vote to approve executive compensation, (iii) the approval of the Marriott
International, Inc. Employee Stock Purchase Plan, (iv) the stockholder resolution requesting the Board prepare a report
on the economic and social costs and risks created by the Company’s compensation and workforce practices, and
(v) the stockholder resolution regarding an independent Board chair policy, the affirmative vote of the holders of a
majority of the shares of Class A common stock present in person or represented by proxy and entitled to vote on the
items will be required for approval. Instructions to “ABSTAIN” with respect to these items will be counted for purposes of
determining the number of shares represented and entitled to vote. Accordingly, an abstention will have the effect of a
vote “AGAINST” these items. As described above, brokers will have discretion to vote on the ratification of the
appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year
2022, but broker non-votes, if any, will not have any effect on the outcome of votes for the other items.
Can I change my vote or revoke my proxy after I return my proxy card, or after I vote by
telephone or electronically?
Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at
the meeting. Regardless of the way in which you submitted your original proxy, you may change it by:
(1) Returning a later-dated signed proxy card;
(2) Delivering a written notice of revocation to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
New York 11717;
(3) Voting by submitting your proxy by telephone or the Internet until 11:59 p.m. Eastern Time on May 5, 2022; or
(4) Attending the Annual Meeting and voting online as indicated above under “How do I vote?”
If your shares are held through a broker or other nominee, you will need to contact that institution if you wish to change
your voting instructions in advance of the Annual Meeting. Alternatively, you may attend the Annual Meeting and vote
online, as indicated above under “How do I vote?”.
Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc., our independent vote tabulation agency, will count the votes
and act as the inspector of election.
What does it mean if I receive more than one proxy card?

If your shares are registered under different names or are held in more than one account, you may receive more than
one proxy card. In order to vote all your shares, please sign and return all proxy cards, or if you choose, vote by
submitting your proxy by telephone or through the Internet using the personal identification number printed on each
proxy card. We encourage you to have all accounts registered in the same name and address (whenever possible).
You can accomplish this by contacting our transfer agent, Computershare Investor Services, at 1-800-311-4816.
How will voting on any other business be conducted?

Although we currently do not know of any business to be considered at the Annual Meeting other than the items
described in this proxy statement, if any other business is properly presented at the Annual Meeting, your proxy gives
authority to J.W. Marriott, Jr. and/or Anthony G. Capuano (with full power of substitution) to vote on such matters at
their discretion.

Other Matters
When are stockholder proposals and nominations for the 2023 annual meeting of stockholders
due?
Rule 14a-8 Proposals. To be considered for inclusion in our proxy statement for the 2023 annual meeting of
stockholders, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be received at our
principal executive office no later than the close of business on November 22, 2022. Proposals must comply with Rule
14a-8 and must be submitted in writing to the Secretary, Marriott International, Inc., Department 52/862, 10400
Fernwood Road, Bethesda, Maryland 20817 (if sent prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda,
Maryland 20814 (if sent on or after July 25, 2022).
Advance Notice Proposals and Nominations. In addition, our Bylaws require that, if a stockholder desires to introduce a
stockholder proposal, other than a nomination for the election of directors, at the 2023 annual meeting of stockholders,
notice of such proposal must be delivered in writing to the Company’s Secretary at the above address no earlier than
the close of business on January 6, 2023 and no later than the close of business on February 5, 2023. However, if the
2023 annual meeting of stockholders is more than 30 days before or more than 70 days after the anniversary date of
this year’s annual meeting, the stockholder’s notice must be delivered no earlier than the close of business on the 120th
day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to such
meeting or the 10th day following the date on which public announcement of the meeting date is first made by the
Company. If a stockholder desires to nominate a director at the 2023 annual meeting of stockholders, our Bylaws
require that notice of such nomination be delivered in writing to the Company’s Secretary at the above address no later
than February 6, 2023. However, in the event that the 2023 annual meeting of stockholders is more than 30 days
before or more than 60 days after the anniversary date of this year’s annual meeting, the stockholder’s notice must be
so delivered no later than the close of business on the seventh day following the date on which notice of such meeting
is first given to stockholders. The notice of such written proposal or nomination must comply with our Bylaws. The
chairman of the meeting may refuse to acknowledge or introduce any stockholder proposal or nomination if notice
thereof is not received within the applicable deadlines or does not comply with our Bylaws. In addition, stockholders
who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice
that sets forth the information required by Rule 14a-19, the SEC’s universal proxy rule, no later than March 7, 2023.
Proxy Access Nominations. If a stockholder or group of stockholders who meet the requirements set forth in our Bylaws
wish(es) to nominate one or more director candidates to be included in the Company’s proxy statement for the 2023
annual meeting through the Company’s proxy access provision, the Company must receive proper written notice of the
nomination no later than the close of business on the 120th day nor earlier than the 150th day before the first
anniversary date of the date the definitive proxy statement was first released to stockholders in connection with the
preceding year’s annual meeting of stockholders (i.e., between the close of business on October 23, 2022 and the
close of business on November 22, 2022 for the 2023 annual meeting of stockholders), and the nomination must
otherwise comply with our Bylaws. However, in the event that the 2023 annual meeting of stockholders is more than 30
days before or after the anniversary of the prior year’s annual meeting, the stockholder’s notice must be delivered no
earlier than the close of business on the 150th day prior to such meeting and no later than the close of business on the
120th day prior to such meeting or the 10th day following the date on which public announcement of the meeting date is
first made by the Company.
If a stockholder fails to meet these deadlines or satisfy the requirements of Rule 14a-4 under the Exchange Act, the
proxies we solicit allow the named proxyholders, if a vote is taken, to vote on such proposals as they deem appropriate.
You can find a copy of our Bylaws in the Investor Relations section of the Company’s website (Marriott.com/Investor)
by clicking on “Governance” and then “Documents & Charters,” or you may obtain a copy by submitting a request to the
Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road, Bethesda, Maryland 20817 (if sent
prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda, Maryland 20814 (if sent on or after July 25, 2022).
How much did this proxy solicitation cost, and who paid that cost?
The Company paid for this proxy solicitation. We hired MacKenzie Partners, Inc. to assist in the distribution of proxy
materials and solicitation of votes for an estimated fee of $18,500, plus reimbursement of certain out-of-pocket
expenses. We also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable
out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Proxies will be solicited by mail,

telephone, or other means of communication. Our directors, officers and regular associates who are not specifically
employed for proxy solicitation purposes and who will not receive any additional compensation for such activities may
also solicit proxies. If any stockholders need assistance voting their shares, please contact MacKenzie Partners, Inc. at
800-322-2885 (Toll Free), 212-929-5500 (Call Collect) or via email at proxy@mackenziepartners.com.
Can I receive future stockholder communications electronically through the Internet?

Yes. You may elect to receive future notices of meetings, proxy materials, and annual reports electronically through the
Internet. If you have previously consented to electronic delivery, your consent will remain in effect until withdrawn. To
consent to electronic delivery:
• If your shares are registered in your own name, and not in “street name” through a broker or other nominee, simply
log in to the Internet site maintained by our transfer agent, Computershare Investor Services, at
www.computershare.com/investor and the step-by-step instructions will prompt you through enrollment.
• If your shares are registered in “street name” through a broker or other nominee, you must first vote your shares
using the Internet, at www.proxyvote.com, and immediately after voting, fill out the consent form that appears
on-screen at the end of the Internet voting procedure.
You may withdraw this consent at any time and resume receiving stockholder communications in print form.
Note that web links included in this proxy statement are provided for convenience only. The content on the referenced
websites are not incorporated herein and do not constitute a part of this proxy statement.

Householding
HOUSEHOLDING
The SEC allows us to deliver a single proxy statement and annual report to an address shared by two or more of our
stockholders. This delivery method, referred to as “householding,” can result in significant cost savings for us, as well as
reducing the environmental impact of printing and shipping these materials. In order to take advantage of this
opportunity, the Company and banks and brokerage firms that hold your shares may deliver only one proxy statement
and annual report or one Notice of Internet Availability to multiple stockholders who share an address unless one or
more of the stockholders has provided contrary instructions. The Company will deliver promptly, upon written or oral
request, a separate copy of the proxy statement and annual report to a stockholder at a shared address to which a
single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy
statement and annual report, now or in the future, may obtain one, without charge, by addressing a request to the
Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road, Bethesda, Maryland 20817 (if sent
prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda, Maryland 20814 (if sent on or after July 25, 2022), or by
calling (301) 380-5750. You may also obtain a copy of the proxy statement and annual report from the Company’s
website (Marriott.com/Investor) by clicking on “SEC Filings.” Stockholders of record sharing an address who are
receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in
the future should submit their request by contacting us in the same manner. If you are the beneficial owner, but not the
record holder, of the Company’s shares and are receiving multiple copies of proxy materials and annual reports and
wish to receive a single copy of such materials in the future, you will need to contact your broker, bank or other
nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the
future.
OTHER MATTERS
The Company’s management knows of no other matters that may be presented for consideration at the Annual
Meeting. However, if any other matters properly come before the Annual Meeting, the persons named in the proxy
intend to vote such proxy in accordance with their judgment on such matters.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be
Held On May 6, 2022: The proxy statement and annual report to stockholders are available at www.proxyvote.com.
Any stockholder who would like a copy of our 2021 Annual Report on Form 10-K may obtain one, without
charge, by addressing a request to the Secretary, Marriott International, Inc., Department 52/862, 10400
Fernwood Road, Bethesda, Maryland 20817 (if sent prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda,
Maryland 20814 (if sent on or after July 25, 2022). The Company’s copying costs will be charged if copies of
exhibits to the Form 10-K are requested. You may also obtain a copy of the Form 10-K, including exhibits, from
the Investor Relations portion of our website (Marriott.com/Investor) by clicking on “SEC Filings.”
BY ORDER OF THE BOARD OF DIRECTORS,
Andrew P.C. Wright

Secretary

Exhibit A
Exhibit A
MARRIOTT INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose
The purpose of this Marriott International, Inc. Employee Stock Purchase Plan (the “Plan”) is to provide eligible
employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through
accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock purchase plan”
under Section 423 of the Code. The provisions of the Plan, accordingly, will be construed so as to extend and limit Plan
participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code.
2. Definitions.
(a) “Administrator” means the Company’s Global Officer, Compensation and Benefits.
(b) “Applicable Laws” means any applicable laws, rules, or regulations under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any foreign country or jurisdiction where options are, or will be, granted
under the Plan.
(c) “Board’’ means the Board of Directors of the Company.
(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and
regulations issued thereunder.
(e) “Common Stock” means the Class A common stock of the Company, $0.01 par value per share.
(f) “Company” means Marriott International, Inc., a Delaware corporation, and any successor corporation.
(g) “Compensation” means, unless otherwise determined by the Administrator, an Eligible Employee’s base
salary or base hourly rate of pay. At the discretion of the Administrator, Compensation may include other items of cash
earnings such as (but not limited to) commissions, overtime, incentive compensation, bonuses, paid tips (other than
cash tips), gratuities, and service charges. Compensation will be determined as of the date of Contribution, or such
other date as determined by the Administrator, in its discretion.
(h) “Contributions” means the payroll deductions and any other additional payments that the Administrator
may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan.
(i) “Designated Subsidiary” means any Subsidiary that has been designated by the most senior human
resources officer of the Company from time to time in his or her sole discretion as eligible to participate in the Plan. As
of the date of adoption of the Plan, the Designated Subsidiaries consist exclusively of all Subsidiaries with United
States-based employees, excluding the subsidiary known as Marriott Worldwide Payroll, LLC.
(j) “Eligible Employee” means any person, including an officer, who is employed by the Company or a
Designated Subsidiary, except for the following:
(i) any employee whose customary employment is for not more than five months per calendar year (i.e.,
seasonal employment); and
(ii) any employee represented by a collective bargaining unit (unless participation in the Plan is specifically
provided for under the terms of a collective bargaining agreement).
For purposes of the Plan, the employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company, except as required by law. “Eligible
Employee” shall not include any person who is a citizen or resident of a foreign jurisdiction if granting them an option
under the Plan would violate the law of such jurisdiction, or if compliance with the laws of the jurisdiction would cause
the Plan to violate Section 423 of the Code.
(k) “Employer” means the Company and each Designated Subsidiary.
(l) “Enrollment Date” means the first Trading Day of each Purchase Period.
2022 Proxy Statement A-1

Exhibit A
(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, including the rules and
regulations promulgated thereunder.
(n) “Exercise Date” means the last Trading Day of each Purchase Period.
(o) “Fair Market Value” means as of any date, the value of the Common Stock determined as follows: (i) if the
Common Stock is listed on any established stock exchange, system or market, its Fair Market Value shall be the
closing price for the Common Stock as quoted on such exchange, system or market (or, if no sale of Common Stock is
reported for such date, on the next preceding date on which any sale shall have been reported); and (ii) in the absence
of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.
(p) “New Exercise Date” means a new Exercise Date if the Administrator shortens any Purchase Period then in
progress.
(q) “Offering” means an offer under the Plan of an option that may be exercised on the applicable Exercise
Date as further described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings
under the Plan (the terms of which need not be identical) in which Employees of one or more Employers will participate,
even if the dates of the applicable Purchase Periods of each such Offering are identical and the provisions of the Plan
will separately apply to each Offering. To the extent permitted by Treasury Regulation Section 1.423-2(a)(1), the terms
of each Offering need not be identical provided that the terms of the Plan and an Offering together satisfy Treasury
Regulation Sections 1.423-2(a)(2) and (a)(3).
(r) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the
Code.
(s) “Participant” means an Eligible Employee who elects to participate in the Plan.
(t) “Purchase Period” means each period established by the Administrator (not to exceed 27 months) in which
an option granted under the Plan may be exercised and shares of Common Stock may be purchased on a Participant’s
behalf in accordance with the terms of the Plan. The duration and timing of each Purchase Period may be changed
pursuant to Sections 4, 17 and 18. The first Purchase Period shall commence on a date established by the
Administrator in its discretion, and subsequent Purchase Periods will be determined by the Administrator.
(u) “Purchase Price” means an amount equal to 85% of the Fair Market Value of a share of Common Stock on
the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be
determined for subsequent Purchase Periods by the Administrator subject to compliance with Section 423 of the Code
(or any other applicable law, regulation or stock exchange rule) or pursuant to Section 17.
(v) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.
(w) “Trading Day” means a day on which the national stock exchange upon which the Common Stock is listed
is open for trading or, if the Common Stock is not listed on a national stock exchange, a business day as determined by
the Administrator in good faith.
(x) “Treasury Regulations” means the Treasury regulations promulgated under the Code. Reference to a
specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid
regulation promulgated under such Section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such Section or regulation.
3. Eligibility
(a) Waiting Period. Any Eligible Employee on a given Enrollment Date will be eligible to participate in the Plan if
he or she was employed by the Company for at least 90 days immediately preceding the Enrollment Date, subject to
the requirements of Section 5; provided, however, that an Eligible Employee who commences employment with the
Company or a Designated Subsidiary following such 90-day period will be eligible to participate in the Plan at the
beginning of the next Purchase Period to occur that is at least 90 days following the commencement of his or her
employment with the Company or a Designated Subsidiary. Eligible Employees who do not elect to participate in the
Plan on a given Enrollment Date may elect to participate in the Plan at the beginning of any subsequent Purchase
Period as determined by the Administrator. For purposes of calculating the waiting period, a break in service of less
than 90 days will be disregarded.
A-2 Marriott International, Inc.

Exhibit A
(b) Non-U.S. Employees. Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to
whether they also are citizens or residents of the United States or resident aliens (within the meaning of
Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of
such Employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable
jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In addition, as provided in
Section 13, the Administrator may establish one or more sub-plans of the Plan (which may, but are not required to,
comply with the requirements of Section 423 of the Code) to provide benefits to employees of Designated Subsidiaries
located outside the United States in a manner that complies with local law. Any such sub-plan will be a component of
the Plan and will not be a separate plan.
(c) Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted
an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person
whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital
stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such
stock possessing 5% or more of the total combined voting power or value of all classes of the capital stock of the
Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or
Subsidiary of the Company accrues at a rate which exceeds $25,000 worth of stock (determined at the Fair Market
Value of the stock as of the Enrollment Date) for each calendar year in which such option is outstanding at any time, as
determined in accordance with Section 423 of the Code and the regulations thereunder.
4. Purchase Periods
The Plan will be implemented by consecutive Purchase Periods with new Purchase Periods commencing at such times
as determined by the Administrator. The Administrator will have the power to change the duration of Purchase Periods
(including the commencement dates thereof) without stockholder approval.
5. Participation
An Eligible Employee may participate in the Plan by timely enrolling through the electronic or other procedures
determined by the Administrator.
6. Contributions
(a) At the time a Participant enrolls in the Plan pursuant to Section 5, such Participant will elect to have payroll
deductions made for each payroll period, or other Contributions (to the extent permitted by the Administrator) made
during the Purchase Period (or portion thereof), in an amount not exceeding 20% of the Compensation (or such other
percentage of Compensation as determined by the Administrator in its sole discretion), which he or she receives for
each payroll period during the Purchase Period; provided, however, that should a pay day occur on an Exercise Date, a
Participant will have any payroll deductions made on such day applied to his or her notional account under the
subsequent Purchase Period. A Participant’s subscription agreement will remain in effect for successive Purchase
Periods unless the rate of Contributions is reduced to zero under subsection (d) below.
(b) Payroll deductions for a Participant for the applicable Purchase Period generally will commence on the first
payroll period administratively practicable following the Enrollment Date (or such later date on which a Participant
enrolls in the Plan pursuant to Section 5) and will end on the last payroll period prior to the Exercise Date, unless
sooner discontinued by the Participant under subsection (d) below.
(c) All Contributions made for a Participant will be credited to his or her notional account under the Plan and
payroll deductions will be made in whole percentages only. Except to the extent permitted by the Administrator pursuant
to Section 6(a), a Participant may not make any additional payments into such notional account.
(d) A Participant may discontinue his or her participation in the Plan by reducing the rate of Contributions to zero
during a Purchase Period, to the extent permitted by the Administrator in its sole discretion, without refunding
Contributions to date. Participants shall not be permitted to increase or to otherwise decrease their rates of
Contributions during a Purchase Period unless otherwise determined by the Administrator in its sole discretion;
provided, however, Participants shall be permitted to increase or decrease their rates of Contributions effective as of
the beginning of each Purchase Period.

Exhibit A
(e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code, a
Participant’s Contributions may be decreased to 0% at any time during a Purchase Period. Subject to Section 423(b)(8)
of the Code, Contributions will recommence at the rate originally elected by the Participant effective as of the beginning
of the next Purchase Period, unless discontinued by the Participant under subsection (d) above.
(f) Tax Withholding. As of the Exercise Date, or at the time some or all of the Common Stock issued under the Plan is
disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate
provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including
taxes imposed by jurisdictions outside of the United States, national insurance, social security or other tax withholding
obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time
that a taxable event related to the Plan occurs). At any time, the Company or the Employer may, but will not be obligated to,
withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable
withholding obligations, including any withholding required to make available to the Company or the Employer any tax
deductions or benefits attributable to sale or early disposition of Common Stock acquired under the Plan by the Eligible
Employee. In addition, the Company or the Employer may, but will not be obligated to, withhold from the proceeds of the
sale of Common Stock acquired under the Plan or any other method of withholding the Company or the Employer deems
appropriate to the extent permitted by Treasury Regulation Section 1.423-2(f).
7. Grant of Option
On the Enrollment Date of each Purchase Period, each Eligible Employee participating in such Purchase Period will be
granted an option to purchase on each Exercise Date during such Purchase Period (at the applicable Purchase Price) up to
a number of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated prior to
such Exercise Date and retained in the Eligible Employee’s notional account as of the Exercise Date by the applicable
Purchase Price; provided, however, that in no event will an Eligible Employee be permitted to purchase during each
Purchase Period more than 1,000 shares of Common Stock (subject to any adjustment pursuant to Section 17); provided,
further, that such purchase will be subject to the limitations set forth in Sections 3(c) and 12. The Eligible Employee may
accept the grant of such option by electing to participate in the Plan in accordance with the requirements of Section 5. The
Administrator may, for future Purchase Periods, increase or decrease, in its absolute discretion, the maximum number of
shares of Common Stock that an Eligible Employee may purchase during each Purchase Period. Exercise of the option will
occur as provided in Section 8. The option will expire on the last day of the Purchase Period.
8. Exercise of Option
(a) A Participant’s option for the purchase of shares of Common Stock will be exercised automatically on the
Exercise Date, and the number of full and partial shares subject to the option will be purchased for such Participant at
the applicable Purchase Price with the accumulated Contributions from his or her notional account. Any funds left over
in a Participant’s notional account after the Exercise Date will be returned to the Participant. During a Participant’s
lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her.
(b) If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with
respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for
sale under the Plan on the Enrollment Date of the applicable Purchase Period, or (ii) the number of shares of Common
Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that
the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment
Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole
discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and
continue all Purchase Periods then in effect, or (y) provide that the Company will make a pro rata allocation of the shares
available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be
practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and terminate any or all Purchase Periods then in effect pursuant to Section 18.
The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Purchase
Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the
Plan by the Company’s stockholders subsequent to such Enrollment Date.
9. Delivery
As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs,
the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in

Exhibit A
a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator.
The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a
designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer.
The Company may require that shares be retained with such broker or agent for a designated period of time and/or may
establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any
voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted
under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9.
10. Termination of Employment

Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to
withdraw from the Plan and the Contributions credited to such Participant’s notional account during the Purchase
Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in
the case of his or her death, to the person or persons entitled thereto under Section 14, and such Participant’s option
will be automatically terminated.
11. Interest
No interest will accrue on the Contributions of a Participant in the Plan, except as may be required by Applicable Law,
as determined by the Company.
12. Stock
(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 17 hereof, the
maximum number of shares of Common Stock that will be made available for sale under the Plan will be 4,000,000
shares of Common Stock.
(b) Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect
to his or her Contributions, and no right to vote or receive dividends or any other rights as a stockholder will exist with
respect to shares of Common Stock subject to any option granted under the Plan until such shares have been
purchased and delivered to the Participant as provided in Section 9.
(c) Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the
Participant or in the name of the Participant and his or her spouse.
13. Administration
The Plan shall be administered by the Administrator or by his or her successor. The Human Resources and
Compensation Committee (“HRCC”) of the Board may appoint or remove the individual serving as Administrator. Any
power of the Administrator may also be exercised by the HRCC. The Administrator will have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the
Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan, and to establish such procedures that
it deems necessary for the administration of the Plan (including, without limitation, to adopt such procedures and
sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign
nationals or employed outside the United States, the terms of which sub-plans may take precedence over other
provisions of this Plan, with the exception of Section 12(a), but unless otherwise superseded by the terms of such
sub-plan, the provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the
Administrator, the Employees eligible to participate in each sub-plan will participate in a separate Offering. Without
limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures
regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to
the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to
hold Contributions, payment of interest to the extent required by local law, conversion of local currency, obligations to
pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock
certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the
extent permitted by Treasury Regulation Section 1.423-2(f), the terms of an option granted under the Plan or an

Exhibit A
Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under
the Plan or the same Offering to employees residing solely in the United States. The Administrator may delegate any
duty described in the Plan to one or more individuals in the Company’s Compensation & Benefits Department, as the
Administrator deems necessary or appropriate, with such delegated duties subject to review by the Administrator. Any
decision made by a delegate of the Administrator is entitled to the same deference as if made by the Administrator.
Every finding, decision and determination made by the Administrator will, to the full extent permitted by Applicable
Laws, be final and binding upon all parties.
14. Designation of Beneficiary

(a) If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any
shares of Common Stock and cash, if any, from the Participant’s notional account under the Plan in the event of such
Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such
Participant of such shares and cash. In addition, if permitted by the Administrator, a Participant may file a designation of
a beneficiary who is to receive any cash from the Participant’s notional account under the Plan in the event of such
Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the
spouse, spousal consent will be required for such designation to be effective.
(b) Such designation of beneficiary may be changed by the Participant at any time by notice in a form
determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such Participant’s death, the Company will deliver such shares
and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may designate.
(c) All beneficiary designations will be in such form and manner as the Administrator may designate from time to
time. Notwithstanding Sections 14(a) and 14(b), the Company and/or the Administrator may decide not to permit such
designations by Participants in non-U.S. jurisdictions to the extent permitted by Treasury Regulation Section 1.423-2(f).
15. Transferability
Neither Contributions credited to a Participant‘s notional account nor any rights with regard to the exercise of an option
or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of
in any way (other than by will, the laws of descent and distribution or as provided in Section 14) by the Participant. Any
such attempt at assignment, transfer, pledge or other disposition will be without effect.
16. Use of Funds

The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the
Company will not be obligated to segregate such Contributions except under Offerings in which applicable local law
requires that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/
or deposited with an independent third party for Participants in non-U.S. jurisdictions. Until shares of Common Stock
are issued, Participants will only have the rights of an unsecured creditor with respect to their Contributions.
17. Adjustments, Dissolution, Liquidation, Merger or Other Corporate Transaction

(a) Adjustments. ln the event that any dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the
Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the
Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock
that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock
covered by each option under the Plan that has not yet been exercised, and the numerical limits of Sections 7 and 12.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any
Purchase Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately

Exhibit A
prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator.
The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator
will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the
Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised
automatically on the New Exercise Date.
(c) Merger or Other Corporate Transaction. In the event of a merger, sale or other similar corporate transaction
involving the disposition of all or substantially all of the Company or its business or assets, each outstanding option will
be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Purchase
Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such
Purchase Period shall end. The New Exercise Date will occur before the date of the Company’s proposed merger, sale
or other similar corporate transaction. The Administrator will notify each Participant in writing or electronically prior to
the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date
and that the Participant’s option will be exercised automatically on the New Exercise Date.
18. Amendment or Termination

(a) The Board, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time
and for any reason, pursuant to written resolutions adopted by such Board. The most senior human resources officer of
the Company may amend the Plan at any time and from time to time, provided that no such amendment materially
increases the cost to the Company of maintaining the Plan.
(b) If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Purchase
Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date
(which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to
permit Purchase Periods to expire in accordance with their terms (and subject to any adjustment pursuant to
Section 17). If the Purchase Periods are terminated prior to expiration, all amounts then credited to Participants’
notional accounts that have not been used to purchase shares of Common Stock will be returned to the Participants
(without interest thereon, except as otherwise required under local laws, as further set forth in Section 11) as soon as
administratively practicable.
(c) Without stockholder consent and without limiting Section 18(a), the Administrator will be entitled to change the
Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld
during a Purchase Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or
mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each Participant properly correspond with Contribution amounts, and establish such other limitations
or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan.
(d) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable
financial accounting consequences, the Administrator may, in its discretion, and to the extent necessary or desirable,
modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:
(i) amending the Plan to conform with the safe harbor definition under the Financial Accounting
Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect
to a Purchase Period underway at the time;
(ii) altering the Purchase Price for any Purchase Period including a Purchase Period under way at the
time of the change in Purchase Price;
(iii) shortening any Purchase Period by setting a New Exercise Date, including a Purchase Period
underway at the time of the Administrator action;
(iv) reducing the maximum percentage of Compensation a Participant may elect to set aside as
Contributions; and
(v) reducing the maximum number of Shares a Participant may purchase during any Purchase Period.
Any modifications or amendments under Section 18 will not require stockholder approval or the consent of any Plan
Participants.

Exhibit A
19. Notices
All notices or other communications by a Participant to the Company under or in connection with the Plan will be
deemed to have been duly given when received in the form and manner specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
20. Conditions Upon Issuance of Shares

(a) Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and
the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or
foreign, including the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further
subject to the approval of counsel for the Company with respect to such compliance.
(b) As a condition to the exercise of an option, the Company may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of Applicable Law.
21. Term of Plan

The Plan will become effective upon its adoption by the Board subject to approval by the stockholders of the Company.
It will continue in effect until terminated pursuant to Section 18.
22. Stockholder Approval

The Plan will be subject to approval by the stockholders of the Company within 12 months after the date the Plan is
adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under
Applicable Laws.
23. Governing Law

This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the
laws of the State of Maryland and applicable federal law. Any reference in this Plan or in any agreements or other
documents hereunder to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule
or regulation of similar effect or applicability.
24. Severability
If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any
jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or
unenforceable provision had not been included.
25. Interpretation
Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference and shall
not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the
singular and the singular shall include the plural. The use herein of the word “including” following any general
statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters
set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as
“without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such
general statement, term or matter. References herein to any agreement, instrument or other document means such
agreement, instrument or other document as amended, supplemented and modified from time to time to the extent
permitted by the provisions thereof and not prohibited by the Plan.

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2022

LETTER FROM OUR CHAIRMAN AND OUR CHIEF EXECUTIVE OFFICER

2021 Business Highlights

J.W. Marriott, Jr. Anthony G. Capuano

In the early 1980s, Mr. Marriott launched ambitious plans to develop a

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

How to Vote Your Shares in Advance of the Annual Meeting

BY TELEPHONE VIA THE INTERNET BY MAIL

By order of the Board of Directors,

Andrew P.C. Wright

CORPORATE GOVERNANCE 17 Stock Ownership of our Directors, Executive

Governance Principles 2022 Proxy Materials 73

2022 Proxy Statement 1

PROXY STATEMENT SUMMARY

2022 Proxy Statement 1

Our Director Nominees

AC: Audit Committee

2 Marriott International, Inc.

Corporate Governance Highlights

Independent Board and Progressive stockholder rights

Active stockholder engagement At the Company’s 2021 annual meeting,

2022 Proxy Statement 3

Executive Compensation Matters

How We Tie Pay to Performance

The majority of each NEO’s total pay opportunity consists of long-term

4 Marriott International, Inc.

Majority of Compensation is Equity and At-Risk

Alignment Between Company Performance and Annual Realizable Pay

CEO Realizable Pay and Company TSR Performance

3 Year TSR Rolling Percentage

2022 Proxy Statement 5

Executive Compensation Best Practices

✗ • We do not provide “single trigger” change in control benefits

6 Marriott International, Inc.

2022 Proxy Statement 7

Item 3 – Advisory Vote to Approve Executive Compensation

Item 4 – Approval of Marriott International, Inc. Employee Stock Purchase Plan

8 Marriott International, Inc.

Description of the Employee Stock Purchase Plan

2022 Proxy Statement 9

Certain U.S. Federal Income Tax Consequences

10 Marriott International, Inc.

The Proponent’s Proposal

THE COMPANY’S DIVERSIFIED SHAREHOLDERS ARE ECONOMICALLY THREATENED BY INCREASED

2022 Proxy Statement 11

12 Marriott International, Inc.

Item 6 – Stockholder Resolution Regarding an Independent Board Chair Policy

2022 Proxy Statement 13

The Proponent’s Proposal

The Board’s leadership structure contributes to the success of the Company.

14 Marriott International, Inc.

2022 Proxy Statement 15

16 Marriott International, Inc.

Board Leadership Structure

2022 Proxy Statement 17

David Marriott Fritz Henderson Tony Capuano

Chairman of the Board-Elect Independent Lead Director-Elect Chief Executive Officer

18 Marriott International, Inc.

2022 Proxy Statement 19