Marriott 2023 Pay Equity Disclosure is just one of several issues to be voted on before the annual meeting at 5:30 am Pacific on May 12, 2023. Vote AGAINST Goren, Henderson, Hippeau, Hobart, Lee, Lewis, D. Marriott, McCarthy, Rozanski, Schwab, auditor, pay, incentive plan; FOR#7 pay equity disclosure.
Marriott International, Inc. operates, franchises, and licenses hotel, residential, timeshare, and other lodging properties worldwide. I voted with the Board’s recommendations 17% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs. (see The Shareholder Commons)
Marriott 2023: ISS Rating
Marriott International, Inc.’s ISS Governance QualityScore as of May 1, 2023 is 7. The pillar scores are Audit: 5; Board: 6; Shareholder Rights: 9; Compensation: 4. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Marriott 2023: How I Voted
| Item | Egan-Jones Recommendation | CorpGov.net Vote |
|---|---|---|
| 1A-1M – Election of Directors | For, except Hippeau, Lewis, David Marriott, Rozanski, Schwab | For, except Goren, Henderson, Hippeau, Hobart, Lee, Lewis, D. Marriott, McCarthy, Rozanski, Schwab |
| 2 – Independent Auditors | AGAINST | AGAINST |
| 3 – Executive Compensation (pay) | AGAINST | AGAINST |
| 4 – Frequency of Future Votes on Pay | 1 YEAR | 1 YEAR |
| 5 – Stock and Cash Incentive Plan | AGAINST | AGAINST |
| 6 – Shareholder Resolution Requesting a Congruency Report of Partnerships with Globalist Organizations | AGAINST | ABSTAIN |
| 7 – Shareholder Resolution Requesting an Annual Pay Equity Disclosure | FOR | FOR |
Marriott 2023 Votes Explained
I voted against pay because it is more than 200 times the median and incentive plan for poor alignment. The auditor has served for 20 years, so may have lost independence (against). I voted against members of the compensation committee for their decisions; Goren because members of the audit committee should be independent; Henderson as chair of nominating committee when the company has fewer than 30% ethnically diverse directors; Lee for serving more than 12 years; D. Marriott because chair should be independent; McCarthy for serving on too many boards.
I’m generally not supportive of National Center for Public Policy Research proposals, so I abstained on #6. Of course, I voted for our proposal on pay equity disclosure, #7.
I had help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp.
Marriott 2023: My Pay Equity Disclosure Proposal
This proposal is from my wife, Myra Young, and written by me, James McRitchie. Marriott’s refusal to set a timeline for publishing unadjusted pay gap data reflects a lack of transparency and accountability to investors and employees.
Our Company’s opposition statement says Marriott is “committed to transparency and meaningful disclosure.” We are delighted they agreed to begin reporting pay gaps later this year, adjusted for factors such as employee roles, tenure, location, impact, etc.
Yes, that IS progress, but so far, Marriott has shown no willingness even to set a multi-year timeline for disclosing unadjusted median pay gaps. Only unadjusted median pay gaps tell us how our company assigns value to employees through the roles they inhabit and the pay they receive.
With adjusted reporting, real pay gaps can be explained away with something like, “Minorities and women just aren’t working at the same level.”
However, unadjusted pay gaps show “who is swimming naked when the tide goes out,” to borrow from Warren Buffett.
Do minorities and women hold as many high-paying jobs as white men? We won’t know because many pay gaps can be explained away with the excuse that minorities and women just aren’t working at the same level. Have you ever heard that before?
The only benchmark to measure if the real pay gaps are shrinking is the unadjusted median pay gap. And sure, any company will try to explain such gaps but are also likely to identify strategies to reduce that gap.
Marriott’s refusal to commit to eventually publishing unadjusted pay gap data reflects badly on our company’s reputation. Let’s change that.
Vote FOR Proposal 7. Better reporting will lead Marriott to make better use of all its human resources. That will profit employees and shareholders alike.
Other Recommendations
In looking up a few funds in our Shareowner Action Handbook, I see several funds have reported their votes. All voted FOR #6.
Marriott 2024: Mark Your Calendar
To be considered for inclusion in our proxy statement for the 2024 annual meeting of stockholders, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be received at our principal executive office no later than the close of business on November 29, 2023. Proposals must comply with Rule 14a-8 and must be submitted in writing to the Secretary, Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814.
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Marriott’s ($MAR) AGM today had several flaws. Were the directors present?
Shareholders had only 20 seconds to change votes after all items were presented.
There was no separate Q&A session for items to be voted.
No questions were allowed to be submitted once the Q&A session began.
No vote count estimates were given, only that all board items passed and all shareholder proposals failed.