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Marriott shareholder proposes adoption of simple-majority voting standard

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Marriott shareholder proposes adoption of simple-majority voting standard

A MarriottInternational Inc. shareholder will present a resolution regardingthe adoption of a simple-majority voting standard at the company's upcoming2016 annual stockholder meeting.

Myra Young, who owns 75 shares of Marriott's class A commonstock, is proposing that the board eliminate the current voting standardcalling for a greater-than-simple-majority vote in the company's charter andbylaws. Instead, the shareholder is recommending that a majority vote berequired for applicable proposals, or a simple majority in accordance withapplicable laws, according to an April 5 filing.

The board, however, argued that the proposal is unlikely toenhance shareholder value and is therefore not in the best interests ofMarriott or its shareholders. It noted that a majority voting standard isalready in place for electing directors in uncontested elections and that theapproval of about 66.67% of outstanding shares is mandated only for certain fundamentalchanges to Marriott's corporate governance, including the removal of directors,certain governance document amendments, certain transactions with "interestedstockholders" and the approval of certain fundamental corporate changessuch as a merger, consolidation or sale of substantially all of the company'sassets.

As such, the board recommends that stockholders vote downthe proposal at the 2016 meeting slated for May 6.

Marriott has also scheduled an April 8 stockholder meetingto vote on itsproposed takeover ofStarwood Hotels & ResortsWorldwide Inc.