Marriott Vacations Worldwide Corporation (VAC)
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Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2021

May 14, 2021

Speaker 1

Morning, and welcome to Marriott Vacations Worldwide Corporation Annual Meeting of Stockholders. I would like to introduce the first presenter, Bill Shaw, Chairman of the Board.

Speaker 2

Good morning, And welcome to the 2021 Annual Meeting of Stockholders of Married Vacations Worldwide Corporation. I'm Bill Shaw, Chairman of the Board of Married Vacations Worldwide. We are hosting our annual meeting virtually again this year out of continued concern For the health and safety of our stockholders, directors and other annual meeting attendees due to the COVID-nineteen pandemic. Our directors are attending this meeting remotely in keeping with social distancing guidelines. It is now my pleasure to introduce John Geller, President and Chief Financial Officer of Merry Vacations Worldwide.

Speaker 3

Thank you, Bill, and welcome, everyone. Thank you for joining us today. Last year was unprecedented in so many ways. But like they say, when the going gets tough, the tough get going. I'd like to take a moment to recognize our amazing team of associates around the world who kept the lights on and made untold sacrifices for fellow associates, Owners and guests.

Without them and their dedication, our outcome could have been quite different. A sincere thanks to each and every one of I would now like to turn the meeting back over to Bill Shaw.

Speaker 2

Thank you, John. At this time, I'd like to introduce the other members of our Board of Directors who are attending today's meeting. In addition to our Chief Executive Officer, Steve Weiss, we have with us C. E. Andrews, Luzanne Galbraith, Rip Galeen, Tom Hutchison, Mel Martinez, Bill McCartin, Diana Morgan and Steve Quaso.

I would now like to turn the meeting back over to John Geller.

Speaker 3

Thanks, Bill. I would also like to introduce Jim Hunter, our General Counsel, who is joining us today. We intend to conduct this meeting in accordance with the agenda and rules of conduct, each of which has been posted on our virtual stockholder meeting website. You may also ask business related questions via the website, which will be addressed immediately following the meeting. Jim Hunter will act as the secretary of this meeting, and he will now begin the business portion by reporting on the mailing of the notice of this meeting to all stockholders and the availability of the stockholders list.

Speaker 4

Thank you, John, and good morning, everyone. The Board of Directors fixed March 15, 2021 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either a notice of Internet availability of the notice of meeting, The proxy statement for the 2020 Annual Report to stockholders or the documents themselves were mailed on or about April 5, 2021, to all stockholders as of the record date. We also have available here today an alphabetical list showing all persons who are holders of record of Marriott Vacations Worldwide's common stock at the close of business on the record date. The list has been duly certified by Computershare Trust Company, NA, the transfer agent of our company's shares.

The stockholder list shows that as of the record date, there were 41,239,889 shares of Common Stock outstanding and entitled to vote at this meeting. Merit Vacations Worldwide has appointed American Election Services LLC to act as Inspector of Election. Ray Dunn from American Election Services is joining us by phone today and has taken the oath of Inspector of Election. We are informed by the Inspector of Election that there are represented in person or by proxy shares representing 38,000,000 152,701 votes or approximately 93% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding shares entitled to vote on the record date, A quorum is present for purposes of transacting business at this meeting.

We will now proceed with the matters to be voted upon. The first matter to be voted upon is the election of 4 Class III directors. The nominees for election are Lizanne Galbraith Locators R. Martinez, Stephen R. Quazo and Stephen P.

Weiss. Our Board has recommended that you vote for each candidate. The second item to be voted on is the ratification of the selection by our Audit Committee of Ernst and Young LLP as our company's independent auditors for the current fiscal year. I am pleased to note the presence today of Ernst and Young. It will be available during the question and answer session after the meeting to respond to appropriate questions.

Our Board has recommended that you vote for ratification. The 3rd item to be voted on is an advisory vote to approve named executive officer compensation. Our Board has recommended that you vote for this resolution. I will now turn the

Speaker 3

meeting back to John. Thanks, Jim. The polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies are voting via telephone or I now declare the polls for the 20 21 Marriott Vacations Worldwide Annual Stockholder Meeting Closed.

Jim, do we have preliminary voting results?

Speaker 4

We do. The 4 nominees for election as Class III Directors, Ms. Galbreth, Mr. Martinez, Mr. Quazo and Mr.

Weiss Received 34,000,009,324,849,000 196,034,276,000,000 and 36,000 and 34,000,003,000 and 26 votes respectively, which are the 4 highest numbers of votes cast for any candidate. On the motion that the appointment of Ernst and Young LLP as the company's independent auditors for the current fiscal year be ratified, The holders of 38,178,532 shares have voted in favor, 250,816 shares have voted against And 23,353 shares have abstained from voting. On the advisory vote to approve named executive compensation, The holders of 34,000,68,402 shares have voted in favor, 287,498 shares have voted against And 68,122 shares have abstained from voting. We will be reporting the final vote results in a Form 8 ks to be filed within 4 business days. I hereby declare that Ms.

Galbraith, Mr. Martinez, Mr. Quazo and Mr. Wise have been elected as Class III Directors to serve until the 2024 Annual Meeting of Stockholders Or until their successors are duly elected and qualified, the appointment of Ernst and Young LLP as the independent auditors for the current fiscal year Has been ratified and the advisory resolution on executive compensation has been approved. This concludes the business portion of the meeting.

At this time, I'd like to turn the meeting back over to Bill Shaw.

Speaker 2

Before we adjourn the meeting, I would like to invite everyone who is interested To remain afterwards for the question and answer period. The meeting is now adjourned. Thank you for attending.

Speaker 3

At this point, we would be glad to answer any relevant questions that you might have regarding the company. We will take stockholder questions that are being entered today on the web portal or have been received in advance of today's meeting. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any questions that we do not get to will be addressed on the company website. So we got a couple of questions ahead of the meeting, which I will go through now.

First question was, when does the company intend to start paying dividends again? So back in May of 2020, We announced that we were suspending the payment of dividends to our stockholders, mainly due to the impact of COVID-nineteen on the company and the travel and hospitality industry in general. And with that, we entered into an amendment to our credit facility to suspend our financial maintenance covenant. We recently extended that suspension through 2021. And this amendment requires that we do not pay dividends or repurchase shares during this Shaw.

Currently, we are evaluating the trajectory of our EBITDA recovery and our leverage to determine when we should exit the suspension period. And with that, resume repayment of dividends, restart our share repurchase program, as well as Potentially pay down some corporate debt. 2nd question was what perks, if any, does the company provide to shareholders? For example, does the company provide special pricing at resorts managed by the company? The company does not offer Special pricing or other perks to company shareholders.

3rd question, since 1980s and More so recently, corporations have focused far more on profits and shareholders than stakeholders in their communities. How will the company work to reduce the short term results demanded by Wall Street? And if management believes they are already working To reverse this trend, then please outline this effort. The company has a long history of supporting the communities in which we do business. It's part of our caring culture.

Since the company's inception in 1984, we have supported the Children's Miracle Network of Hospitals, which benefits Local children's hospitals and the communities we serve and our associates, owners, members, guests donate food to Harvest For Hunger, Our annual food drive that benefits local communities. We contribute to Clean the World Foundation through the donation of soap For their hygiene kits, which also diverts waste from landfills. Over the past year, MVW has Shaw. We will potentially move toward building on our cultural framework of bringing life fulfilled to our associates, owners, members and guests by diving deeper into the areas of environmental and social stewardship, ways we can make a positive impact by taking care of our earth and our communities, As well as inclusion and diversity by continuing to cultivate an environment where all of our associates, owners, guests and vendors feel valued for who they are, Where they come from and what they contribute to our company. In 2019, we formed an ESD task force to help us advance our environmental, Social and Governance Initiatives, including building on our corporate social responsibility initiatives that include Inclusion and diversity initiatives, customer and community engagement and associate recruitment and development.

Due to the COVID-nineteen pandemic, we had to pause our ESG efforts, but we have since restarted this work And we intend to expand our existing activities to include a more holistic approach with an increased focus on understanding of our social and environmental risks And reducing our environmental footprint, while continuing to grow positive contributions across our communities. Green teams have already been established in a number of our resorts and we are working to drive more environmentally friendly practices. We intend to publish our 1st sustainability report in 2022. This year, we intend to report on environmental and social performance Shaw. And align with the task force on climate related financial disclosures and the sustainability accounting standards board disclosures.

We have also established an Inclusion and Diversity Council that will help drive our inclusion and diversity initiatives. Our company's mindset of taking care is foundational to our business and we are committed to long term growth in this area. 4th question, will there be an integration that will allow for Vacation Club Points owners to make reservations with the Hyatt, Sheraton and Westin Properties without going through Interval International. We expect to implement changes in our Marriott Branded products, Marriott Vacation Club, Westin Vacation Club and Sheraton Vacation Club during the first half of next That will enable exchange between those products to be as seamless as possible without going through Interval International. Exchange into and out of our Hyatt Residence Club product will continue to go through Interval International.

However, As we integrate the resorts from the Welk acquisition into the Hyatt Residence Club portfolio, exchange opportunities will expand for HRC and Welk donors without going through an outside exchange company in the future. At this point, We have no additional questions. So I'd like to Thank everybody for joining us today. We appreciate your interest in Marriott Vacations Worldwide.

Speaker 4

Thank

Speaker 1

you. Merit Vacations Worldwide Corporation Annual Meeting of Stockholders has now come to an end. Thank you for attending. You may now leave the virtual meeting.

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