This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider in voting your shares. You should read the entire Proxy Statement as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) carefully before voting.
VOTING MATTERS AND BOARD RECOMMENDATIONS
| Proposal | Voting Recommendation | Page Reference |
|---|
| 1 Election of four directors | FOR each nominee | 7 |
|---|
| 2 Ratification of appointment of independent registered public accounting firm | FOR | 7 |
|---|
| 3 Advisory vote to approve named executive officer compensation | FOR | 8 |
|---|
| 4 Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan | FOR | 9 |
|---|
CORPORATE GOVERNANCE HIGHLIGHTS
We believe that good corporate governance is integral to our business, and the Board of Directors (the “Board”) monitors developments in governance best practices to assure that it continues to meet its commitment to representation of stockholder interests. Below are some highlights of our corporate governance practices:
| • | Independent Chairman of the Board |
| • | Separate Chairman and Chief Executive Officer (“CEO”) positions |
| • | Standing committees composed exclusively of independent directors |
| • | Regular executive sessions of the Board and Board committees |
| • | Annual Board and committee evaluations |
| • | Global ethics and corporate compliance program |
| • | Board and committee oversight of corporate responsibility matters |
| • | Commitment to seeking diversity on the Board |
| • | Stock ownership guidelines for our executive officers and directors |
| • | Robust executive succession planning process |
| • | Strong risk management program |
| • | Comprehensive Code of Business Conduct and Corporate Governance Principles |
| • | Active Board oversight of Company strategy and risk management |
CORPORATE RESPONSIBILITY INITIATIVES
As a leader and innovator in the vacation industry, the Company strives to uphold the highest standards of excellence in serving its customers, investors, and associates while maintaining exclusive, long-term relationships with Marriott International, Inc. and an affiliate of Hyatt Hotels Corporation for the development, sales, and marketing of vacation ownership products and services, operating exchange networks and membership programs, and providing management services to other resorts and lodging properties. Our core values help drive and inspire us and provide the framework to live fulfilling lives, both professionally and personally. Our core values and culture embody a commitment to ethical business practices and good corporate citizenship. As we work toward this goal, we are committed to managing the risks and opportunities that arise from corporate responsibility issues, providing transparency of our corporate responsibility performance and enabling strong executive and Board oversight of our overall corporate responsibility strategy. Our 2022 Environmental, Social and Governance Report is available on our website at www.marriottvacationsworldwide.com.
STOCKHOLDER ENGAGEMENT
We value our stockholders’ perspective on our business and each year regularly engage with them through a variety of activities to stay informed on the evolving perspectives of the investor community. We engage with stockholders on various matters, including industry trends, company performance, corporate governance, and executive compensation. In 2023, our key stockholder engagement activities included numerous virtual meetings and calls, 15 non-deal investor road show days, participation in ten investor conferences and our 2023 annual meeting of stockholders.
| MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Proxy Summary | 1 |
|---|
SELECT PERFORMANCE AND BUSINESS HIGHLIGHTS
| • | Consolidated Vacation Ownership contract sales were $1.77 billion for 2023, a 4% decrease compared to the prior year. |
|---|
| • | Net income attributable to common stockholders was $254 million for 2023, or $6.28 diluted earnings per share. |
|---|
| • | Adjusted net income attributable to common stockholders was $322 million for 2023, or $7.83 Adjusted diluted earnings per share. |
|---|
| • | Adjusted EBITDA was $761 million for 2023. |
|---|
| • | Adjusted net income attributable to common stockholders, Adjusted diluted earnings per share, and Adjusted EBITDA are financial measures that are not prescribed by United States generally accepted accounting principles (“GAAP”). Please refer to Appendix A for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures prescribed by GAAP, as well as our reasons for presenting these measures. |
|---|
EXECUTIVE COMPENSATION HIGHLIGHTS
We seek to align the interests of our named executive officers (“NEOs”) with the interests of the Company’s stockholders. Certain important features of our executive compensation program include:
| • | The program is designed to align financial results and sustainable stockholder value creation with the compensation of our executives. |
|---|
| • | Pay is tied to performance. Approximately 66% of our CEO’s and approximately 60% of the other NEOs’ fiscal 2023 total target compensation was performance based. |
|---|
| • | Approximately 63% of our CEO’s and approximately 52% of the other NEOs’ fiscal 2023 total target compensation was tied to stock performance. |
| 2023 TARGET PAY MIX — CEO | 2023 TARGET PAY MIX — OTHER NEOs (Average) |
|---|
| • | The Company maintains stock ownership guidelines that apply to all executive officers and directors. |
|---|
| • | The Company has strong governance policies related to executive compensation, and we employ appropriate compensation risk mitigating features. |
|---|
| 2 | Proxy Summary | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |
DIRECTOR NOMINEES
Our Board currently consists of eleven members divided into three classes. At our 2023 Annual Meeting of Stockholders, our stockholders approved and adopted an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to phase in the declassification of our Board commencing with the 2024 Annual Meeting of Stockholders. Under our Certificate of Incorporation, as so amended, beginning at this year’s Annual Meeting, the directors will be elected forone-year terms, and beginning with the 2026 Annual Meeting of Stockholders, the entire Board will be elected on an annual basis.
The following table provides summary information regarding each nominee to the Board. Information about each director’s experience, qualifications and skills can be found in the Report on the Board of Directors and its Committees.
| DIRECTOR SINCE · PRINCIPAL OCCUPATION · INDE- PENDENT · COMMITTEE MEMBERSHIPS1 · OTHER PUBLIC CO. BOARDS |
|---|
| NAME · AGE · AC · CPC · NCG |
|---|
| Lizanne Galbreath | 66 | 2018 | Managing Partner, Galbreath & Company | ✓ | | ✓ | ✓ | |
|---|
| Mary E. Galligan | 61 | 2023 | Former Managing Director, Cyber and Strategic Risk Practice, Deloitte | ✓ | | ✓ | |
|---|
| Melquiades R. Martinez | 77 | 2011 | Former Chairman, Southeast U.S. and Latin America, J.P. Morgan Chase & Co. | ✓ | | NVR, Inc. |
|---|
| Stephen R. Quazzo | 64 | 2018 | Chief Executive Officer, Pearlmark Real Estate, LLC | ✓ | ✓ | | ✓ | Phillips Edison & Company, Inc. |
|---|
| 1 | Audit Committee (“AC”), Compensation Policy Committee (“CPC”), Nominating and Corporate Governance Committee (“NCG”). |
| MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Proxy Summary | 3 |
|---|
PROXY STATEMENT
The Board of Directors (the “Board”) of Marriott Vacations Worldwide Corporation (“we,” “us,” “Marriott Vacations Worldwide,” “MVW” or the “Company”) is soliciting stockholders’ proxies in connection with the 2024 Annual Meeting of Stockholders of the Company, and at any adjournment or postponement thereof (the “Annual Meeting”). The mailing to stockholders of the Notice Regarding the Availability of Proxy Materials (the “Notice”) will take place on or about March 21, 2024.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 10, 2024 The Notice of Annual Meeting and Proxy Statement and our 2023 Annual Report to stockholders are available at www.proxyvote.com.
