[8-K] MARRIOTT VACATIONS WORLDWIDE CORPORATION Reports Material Event

Rhea-AI Filing Summary

Gilead Sciences (GILD) filed an 8-K to disclose that its Board adopted Amended & Restated Bylaws effective 30 Jul 2025.

• Advance-notice tightened: expanded disclosure on nominating shareholders, concert parties and solicitation plans; nominees capped at the number of seats up for election.
• Universal proxy compliance: bylaws now mandate adherence to SEC Rule 14a-19 and reserve the white proxy card exclusively for the company.
• DGCL alignment: updates on adjournment notices and stockholder-list availability reflect recent Delaware law changes; emergency-condition provisions added under DGCL §110.
• Board mechanics refined: clarifies majority-vote standard for director elections, vacancy filling, and procedures for Board and committee meetings.

No financial figures or operational developments were reported; the event is purely a corporate-governance revision. Full text appears in Exhibit 3.1.

Positive

• Compliance alignment with SEC universal proxy rules and updated Delaware law reduces legal risk and potential procedural challenges.
• Clarified board procedures may enhance governance efficiency during emergencies and director vacancies.

Negative

• Increased barriers for shareholder nominations and reservation of the white proxy card may be perceived as anti-activist, raising governance-entrenchment concerns.

Insights

Corporate Governance Expert

TL;DR: Bylaw changes tighten nomination rules, meet universal proxy regs, and fortify Board control—moderately alters shareholder dynamics.

The Board’s revisions modernize the bylaws in line with SEC and DGCL changes while subtly reinforcing management’s position. Mandatory compliance with Rule 14a-19 is legally required, but reserving the white card and increasing disclosure burdens raise the hurdle for activist campaigns. Emergency provisions and clearer vacancy-filling language improve continuity. Overall, the amendments are standard among large-cap issuers and unlikely to move valuation, yet they incrementally shift leverage toward the incumbent Board.

Portfolio Manager

TL;DR: Governance housekeeping; no cash-flow impact, but slightly activist-defensive. Neutral to fundamentals.

From a portfolio perspective the filing lacks financial ramifications—no guidance, no capital allocation changes. The higher disclosure threshold for nominations may deter short-term activist noise, arguably providing management stability to focus on R&D execution. However, it could be viewed as entrenchment, a minor ESG concern. Absent earnings data, I rate the event neutral for stock valuation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 4, 2025

_________________________

Marriott Vacations Worldwide Corporation

(Exact name of registrant as specified in its charter)

 _________________________

Delaware

001-35219

45-2598330

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

7812 Palm Parkway

Orlando,

FL

32836

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (407) 206-6000

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 Par Value			VAC			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On August 4, 2025, Marriott Vacations Worldwide Corporation (the “Company”) issued a press release reporting financial results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information contained in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure

On August 5, 2025, the Company intends to post a new investor presentation to the Investor Relations – Events and Presentations section of the Company’s website, www.marriottvacationsworldwide.com. The Company’s investor presentation is expected to contain information that may be deemed material to investors. The Company uses its website to disseminate updates to its investor presentation and does not intend to file or furnish a Current Report on Form 8-K to alert investors each time the presentation is updated.

The Company routinely posts important information, including news releases, announcements and other statements about its business and results of operations, that may be deemed material to investors on the Investor Relations section of the Company’s website, www.marriottvacationsworldwide.com. The Company uses its website as a means of disclosing material, nonpublic information and for complying with the Company’s disclosure obligations under Regulation FD. Investors should monitor the Investor Relations section of the Company’s website in addition to following the Company’s press releases, filings with the SEC, public conference calls and webcasts.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being furnished herewith: 

Exhibit Number						Description
99.1						Press release reporting financial results for the quarter ended June 30, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MARRIOTT VACATIONS WORLDWIDE CORPORATION
			(Registrant)
Dated: August 4, 2025			By:			/s/ Jason P. Marino
			Name:			Jason P. Marino
			Title:			Executive Vice President and Chief Financial Officer

1

FAQ

What did Gilead Sciences (GILD) change in its bylaws?

The Board adopted Amended & Restated Bylaws tightening advance-notice rules, requiring universal proxy compliance, and aligning with updated Delaware law.

When did the new bylaws of GILD take effect?

July 30, 2025, the date the Board approved the amendments.

How do the changes affect shareholder nominations at Gilead?

Shareholders must provide expanded disclosures, may not exceed the number of board seats up for election, and must comply with Rule 14a-19.

Does the 8-K contain any financial results for GILD?

No, the filing is limited to corporate governance changes; no revenue, EPS or guidance were provided.

Where can investors read the full text of the new bylaws?

The complete document is filed as Exhibit 3.1 to the 8-K and is available on the SEC’s EDGAR system.