Aug 4, 2023

5-day change Today at 04:14 pm of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 MARRIOTT INTERNATIONAL, INC. Delaware 20814 (Zip Code) Registrant's telephone number, including area code: (301)380-3000 Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ ☐ ☐ ☐ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class MAR Nasdaq Global Select Market 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 5.03. On August 3, 2023, the Board of Directors (the "Board") of Marriott International, Inc. ("Marriott" or the "Company") approved and adopted Amended and Restated Bylaws of the Company (as so amended and restated, the "Bylaws"), that became immediately effective. The amendments to the Bylaws include: • updates to align with and conform to changes in the Delaware General Corporation Law (the "DGCL"), including, without limitation, to: • • clarify the manner in which a meeting of shareholders (including a virtual meeting) may be adjourned without having to provide additional notice in accordance with DGCL Section 222; • • update the list of persons responsible for determining whether an individual is deemed to have satisfied the applicable standard of conduct under the Bylaws' indemnification provisions to align with DGCL Section 145(d); and • clarify that, in the event the DGCL is subsequently amended, the rights to indemnification and to the advancement of expenses under the Bylaws will be provided to the fullest extent permitted by the DGCL; • amendments to the procedural and disclosure requirements for shareholders intending to propose business (other than nominations of persons for election to the Board and proposals to be included in the Company's proxy statement pursuant to Rule 14a-8under the Securities Exchange Act of 1934, as amended), at annual or special meetings of shareholders, including without limitation, to: • clarify that certain informational requirements applicable to shareholders that are entities also include individuals who directly or indirectly control (but not passive investors in) such entities; • require additional background information and disclosures regarding shareholders proposing such business and other persons related to a shareholder's solicitation of proxies; and • provide additional examples of the types of financial transactions involving the Company's equity securities that a shareholder must disclose; • revisions to require that a shareholder soliciting proxies from other shareholders use a proxy card color other than white; • revisions to clarify the ability of the chairman of a shareholders' meeting to prescribe rules and regulations for the conduct of the meeting and to determine whether business was properly brought before a shareholders' meeting and, if not so properly brought, to declare that such business shall not be transacted; • • revisions to provide that, other than for an executive committee, a majority of the quorum of the Board is required to form a Board committee and that a Board committee may consist of one or more directors; • revisions to clarify that another director chosen by the Board shall preside at meetings of the Board and meetings of the shareholders when the chairman of the Board is not present; •