Marriott Vacations Worldwide Corporation

05/18/2026 | Press release | Distributed by Public on 05/18/2026 15:19

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 of this Current Report on Form 8-K, on May 15, 2026, Marriott Vacations Worldwide Corporation (the "Company") held its 2026 annual meeting of stockholders (the "2026 Annual Meeting"), at which the Company's stockholders approved the Second Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the "Second Amended Plan"), which was previously approved by the Company's Board of Directors subject to stockholder approval. The Second Amended Plan extends the term of the Second Amended Plan through May 15, 2036, increases the number of shares of common stock, par value $0.01 per share, available for grants of equity-based awards under the Second Amended Plan by 2,500,000 shares, modifies the treatment of awards for purposes of the "golden parachute" tax provisions of Sections 280G and 4999 of the Internal Revenue Code, and makes certain other administrative and clarifying changes.
A summary of the Second Amended Plan was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2026 (the "Definitive Proxy Statement") in connection with the 2026 Annual Meeting, under the section entitled "Item 4 - Approval of the Second Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan" of the Definitive Proxy Statement. The summary of the Second Amended Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Second Amended Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 15, 2026, a total of 29,969,049 shares of the Company's common stock (approximately 87% of all shares entitled to vote at the Annual Meeting) were represented, in person or by proxy. The following proposals were voted on and approved by the Company's stockholders at the Annual Meeting:
(1)The Company's stockholders elected the nine director nominees named in the Proxy Statement as directors with the following votes:
Nominee For Withheld Broker Non-Vote
Charles E. "C.E." Andrews 24,896,417 410,859 4,661,773
Christian A. Asmar 25,038,898 268,378 4,661,773
Matthew E. Avril 24,939,780 367,496 4,661,773
James A. Dausch 25,221,440 85,836 4,661,773
Lizanne Galbreath 25,094,037 213,239 4,661,773
Jonice M. Gray 25,085,896 221,380 4,661,773
Dianna F. Morgan 24,883,586 423,690 4,661,773
Stephen R. Quazzo 24,911,647 395,629 4,661,773
William J. Shaw 24,962,998 344,278 4,661,773
(2)The Company's stockholders ratified the selection by the Company's Audit Committee of Ernst & Young LLP as the Company's independent auditors for the current fiscal year with the following votes:
For Against Abstain
29,837,885 118,109 13,055
(3)The Company's stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers with the following votes:
For Against Abstain Broker Non-Vote
24,701,685 553,458 52,133 4,661,773
(4)The Company's stockholders approved the Second Amended Plan with the following votes:
For Against Abstain Broker Non-Vote
17,438,346 7,830,264 38,666 4,661,773
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