vac-20240514

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 14, 2024 (May 10, 2024)

_________________________

Marriott Vacations Worldwide Corporation

(Exact name of registrant as specified in its charter)

_________________________

Delaware

001-35219

45-2598330

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

7812 Palm Parkway

Orlando,

32836

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (407) 206-6000

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	VAC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 10, 2024, Marriott Vacations Worldwide Corporation (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”), at which the Company’s stockholders approved the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “Amended Plan”), which was previously approved by the Company’s Board of Directors subject to stockholder approval. The Amended Plan extends the term of the Amended Plan through May 10, 2034, and increases the number of shares of common stock, par value $0.01 per share, available for grants of equity-based awards under the Amended Plan by 1,250,000 shares.

A summary of the Amended Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2024 (the “Definitive Proxy Statement”) in connection with the 2024 Annual Meeting, under the section entitled “Item 4 - Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan” of the Definitive Proxy Statement. The summary of the Amended Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 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 10, 2024, a total of 31,746,214 shares of the Company’s common stock (approximately 90% 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 four director nominees named in the Proxy Statement as directors with the following votes:


Nominee	For	Withheld	Broker Non-Vote
Lizanne Galbreath	27,086,181	431,307	4,228,726
Mary E. Galligan	27,295,685	221,803	4,228,726
Melquiades R. Martinez	26,926,111	591,377	4,228,726
Stephen R. Quazzo	26,990,227	527,261	4,228,726

(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	Broker Non-Vote
31,362,104	298,507	85,603	—

(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
26,768,223	641,591	107,674	4,228,726

(4)The Company’s stockholders approved the Amended Plan with the following votes:


For	Against	Abstain	Broker Non-Vote
16,689,476	10,721,575	106,437	4,228,726

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
1 0.1						Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		MARRIOTT VACATIONS WORLDWIDE CORPORATION
		(Registrant)

Dated:	May 14, 2024	By:	/s/ Jason P. Marino
		Name:	Jason P. Marino
		Title:	Executive Vice President and Chief Financial Officer