Item 5.07. Submission of Matters to a Vote of Security Holders.
On
1.Marriott's stockholders elected 13 director nominees named in the Proxy Statement with the following votes:
BROKER NOMINEE FOR AGAINST ABSTAIN NON-VOTES J.W. Marriott, Jr. 2,429,857,800 163,677,650 1,847,660 297,801,560 Anthony G. Capuano 2,572,755,260 20,279,800 2,348,050 297,801,560 Deborah M. Harrison 2,462,651,790 130,886,740 1,844,580 297,801,560 Frederick A. Henderson 2,272,103,590 320,585,460 2,694,060 297,801,560 Eric Hippeau 2,534,123,600 55,928,760 5,330,750 297,801,560 Lawrence W. Kellner 2,503,633,560 89,197,780 2,551,770 297,801,560 Debra L. Lee 2,522,638,400 70,780,040 1,964,670 297,801,560 Aylwin B. Lewis 2,525,216,470 65,209,140 4,957,500 297,801,560 David S. Marriott 2,467,744,380 125,553,080 2,085,650 297,801,560 Margaret M. McCarthy 2,322,159,340 268,001,740 5,222,030 297,801,560 George Muñoz 2,517,307,110 75,601,250 2,474,750 297,801,560 Horacio D. Rozanski 2,586,272,640 6,574,570 2,535,900 297,801,560 Susan C. Schwab 2,578,005,620 12,669,240 4,708,250 297,801,560
2.Marriott's stockholders ratified the appointment of
FOR AGAINST ABSTAIN 2,856,204,180 34,876,840 2,103,650
3.Marriott's stockholders approved the advisory resolution on the compensation of Marriott's named executive officers with the following votes:
BROKER FOR AGAINST ABSTAIN NON-VOTES 2,517,826,790 70,676,800 6,879,520 297,801,560
4.Marriott's stockholders did not approve proposed amendments to Marriott's Restated Certificate of Incorporation and Bylaws to remove supermajority voting standards. The proposed amendments are listed in Items 4(a) through 4(e) below. Approval of each item required the affirmative vote of 66 and 2/3rds of the voting power of the shares outstanding.
4(a).Marriott's stockholders did not approve amendments to remove the supermajority voting standard for the removal of directors with the following votes: BROKER FOR AGAINST ABSTAIN NON-VOTES 1,939,707,340 650,944,780 4,730,990 297,801,560
4(b).Marriott's stockholders did not approve amendments to remove the supermajority voting standards for future amendments to the Certificate of Incorporation approved by Marriott stockholders with the following votes:
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BROKER FOR AGAINST ABSTAIN NON-VOTES 1,935,182,940 655,230,030 4,970,140 297,801,560
4(c).Marriott's stockholders did not approve amendments to remove the requirement for a supermajority stockholder vote for future amendments to certain Bylaw provisions with the following votes:
BROKER FOR AGAINST ABSTAIN NON-VOTES 1,934,866,850 655,248,050 5,268,210 297,801,560
4(d).Marriott's stockholders did not approve the amendment to remove the requirement for a supermajority stockholder vote for certain transactions with the following votes:
BROKER FOR AGAINST ABSTAIN NON-VOTES 1,937,868,110 652,114,920 5,400,080 297,801,560 4(e).Marriott's stockholders did not approve the amendment to remove the supermajority voting standard for certain business combinations with the following votes: BROKER FOR AGAINST ABSTAIN NON-VOTES 1,939,196,650 651,116,270 5,070,190 297,801,560 3
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