Marriott Vacations Worldwide (VAC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 13, 2025, with voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Proxy materials are available online, with options for electronic or paper delivery to reduce costs and environmental impact.

• Stockholders can vote online, by phone, mail, or during the virtual meeting, and may submit questions in advance.

Voting matters and shareholder proposals

• Stockholders will vote on: election of eight directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and advisory vote on the frequency of future say-on-pay votes.

• The Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for ONE year frequency on say-on-pay votes.

• Proposals and nominations for the 2026 Annual Meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• The Board will reduce from thirteen to eleven members due to retirements, with all nominees except the CEO considered independent.

• Directors are elected for one-year terms, with full annual elections beginning in 2026.

• Board committees (Audit, Compensation Policy, Nominating and Corporate Governance) are composed entirely of independent directors.

• The Board separates the roles of Chairman and CEO, conducts annual self-evaluations, and emphasizes diversity and inclusion.

• Stock ownership guidelines apply to directors and executive officers.