MARRIOTT INTERNATIONAL, INC. (NASDAQ:MAR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
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Amendments to Articles of Incorporation or Bylaws. |
On February9, 2017, the Board of Directors (the Board) of
Marriott International, Inc. (the Company) amended the Companys
Amended and Restated Bylaws (the Bylaws) to implement proxy
access.
Sections 3.14 and 3.15 of the Bylaws have been added to permit a
shareholder, or group of up to 20 shareholders, owning at least
3% of the Companys outstanding common stock continuously for at
least three years, to nominate and include in the Companys proxy
materials for an annual meeting of shareholders, director
nominees constituting up to the greater of two nominees or 20% of
the Board, provided that the shareholder(s) and the director
nominee(s) satisfy the requirements specified in the Bylaws.
The Bylaws were also amended to:
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make updates and minor conforming changes to the advance notice provisions in Section2.10 of the Bylaws in light of the adoption of proxy access; |
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remove Section3.6 to provide flexibility relating to the first meeting of the Board after its election; |
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clarify that the Bylaws permit notice by electronic transmission as defined in the General Corporation Law of Delaware in Sections 3.8and 4.1; |
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provide that any two authorized officers of the Company may sign share certificates in conformity with recently updated provisions of the General Corporation Law of Delaware in Section6.1; |
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provide that, consistent with typical practice, the inspection and location of the books and records of the Company shall be governed by applicable law or resolution of the Board (rather than the shareholders) in Article VII; and |
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make other minor administrative, clarifying and conforming changes. |
The amendments to the Bylaws were effective immediately.
The above description of the amendments to the Bylaws is
qualified in its entirety by reference to the full text of the
Bylaws, a copy of which is included as Exhibit 3(ii) hereto and
incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
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ExhibitNo. |
Exhibit Description |
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| 3(ii) | Amended and Restated Bylaws |
About MARRIOTT INTERNATIONAL, INC. (NASDAQ:MAR)
Marriott International, Inc. is a lodging company. The Company is an operator, franchisor and licensor of hotels and timeshare properties in approximately 90 countries and territories under over 20 brand names. It operates through three segments: North American Full-Service, which includes brands, such as The Ritz-Carlton, EDITION, JW Marriott, Autograph Collection Hotels, Marriott Hotels, Delta Hotels and Resorts, and Renaissance Hotels located in the United States and Canada; North American Limited-Service, which includes brands, such as AC Hotels by Marriott, Courtyard, Residence Inn, SpringHill Suites, TownePlace Suites properties and Fairfield Inn & Suites located in the United States and Canada, and International, which includes brands, such as Bulgari Hotels & Resorts, Protea Hotels and Moxy Hotels located outside the United States and Canada. Its loyalty programs include The Ritz-Carlton Rewards and Starwood Preferred Guest. MARRIOTT INTERNATIONAL, INC. (NASDAQ:MAR) Recent Trading Information
MARRIOTT INTERNATIONAL, INC. (NASDAQ:MAR) closed its last trading session up +0.51 at 87.89 with 2,366,704 shares trading hands.