(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

---

1.	Election of the two director nominees named in the Proxy Statement;

2.	Ratification of the appointment of Ernst & Young LLP as Marriott Vacations Worldwide’s independent registered public accounting firm for its 2018 fiscal year;

3.	An advisory resolution to approve executive compensation; and

4.	Any other matters that may properly be presented at the meeting.

---

---

---

---

2.	Ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for its 2018 fiscal year;

---

---

•	returning a later-dated signed proxy card;

•	delivering a written notice of revocation to Marriott Vacations Worldwide Corporation, 6649 Westwood Boulevard, Orlando, Florida, 32821, Attention: Corporate Secretary;

•	voting by telephone or the Internet until 11:59 p.m., Eastern Time, on May 14, 2018; or

•	voting in person at the meeting.

---

•	Executive officers should be paid in a manner that is primarily focused on driving shareholder value.

•	Compensation should be designed to motivate executive officers to perform their duties in ways that would help achieve current year as well as longer-term objectives.

•	The compensation program must be competitive in order to attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice.

---

•	Seven of the eight members of our Board are independent.

•	All members of our Audit Committee, Compensation Policy Committee and Nominating and Corporate Governance Committee are independent.

•	The Chairman of our Board of Directors is independent.

•	We have a Lead Independent Director who presides at executive sessions of our non-management directors and independent directors in the absence of the Chairman and has other responsibilities.

•	Our Board has adopted Corporate Governance Principles that meet or exceed the New York Stock Exchange (“NYSE”) Listing Standards.

•	No incumbent director attended fewer than 75 percent of the meetings of the Board or any Committee on which such director served during our 2017 fiscal year.

•	Our Board is divided into three classes of directors that are of equal size to the extent possible, with the directors in each class elected every three years.

•	All shareholders may vote on the election of all directors who are nominated for election.

•	There are no family relationships between any of our directors or executive officers.

•	Only one member of our Board, Mr. Weisz, is a current employee of the Company.

•

Our Corporate Governance Principles provide that members of our Board who are chief executive officers of publicly traded companies may serve on the boards of up to two publicly traded companies, including our Board; other directors may serve on up to five. All of our directors comply with this requirement and none of our directors serve on the boards of more than three such companies in addition to the Company.

•	Other than Mr. Weisz, who serves on our Board, none of our executive officers serve on the board of directors of any publicly traded company.

•	We do not have a rights plan, or “poison pill.”

---

---

---

---

---

---

---

•	appointing, retaining, overseeing and determining the compensation of our independent auditor;

•	approving all terms and fees associated with any audit engagement of our independent auditor;

•	overseeing our accounting, reporting, and financial practices;

•	overseeing our internal control environment and compliance with legal and regulatory requirements;

•	overseeing our independent auditor’s qualifications and independence; and

•	overseeing the performance of our internal audit function and the independent auditor.

•	assisting the Board in discharging its responsibilities relating to executive compensation;

•	overseeing our overall compensation structure, policies and programs;

•	reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;

•	overseeing the evaluation and setting the compensation of our other executive officers;

•	maintaining plans for executive succession; and

•	reviewing the compensation of non-employee directors and recommending any changes in compensation to the Board.

•	identifying and evaluating director candidates;

•	recommending to the Board director candidates for election;

•	recommending to the Board implementation of corporate governance principles and annually reviewing and recommending changes to these principles as appropriate;

•	reviewing our conflict of interest and related party transactions policies and approving certain related party transactions as provided for in such policies; and

•	performing a leadership role in shaping our corporate governance.

---

---

(1)	Audit Fees principally consist of fees for audits of our financial statements, reviews of our quarterly financial statements and related reports, reviews of registration statements and certain periodic reports filed with the SEC and fees for statutory audits of our international subsidiaries.

(2)	Audit-Related Fees principally consist of fees billed in connection with special projects and agreed upon procedures.

(3)	Tax Fees principally consist of fees billed in connection with tax consulting and advisory services.

---

---

•	base salary, which provides our named executive officers a fixed level of compensation;

•	annual bonus, which encourages the achievement of current year objectives; and

•	stock based awards, which align the long-term interests of our named executive officers with the interests of our shareholders and encourage the achievement of longer-term objectives.

•	Full year net income was $227 million, compared to $137 million in 2016, an increase of 65 percent. Fully diluted earnings per share was $8.18, compared to $4.83 in 2016, an increase of 69 percent.

•	Full year Adjusted EBITDA (as defined below) totaled $280 million, an increase of $19 million, or 7 percent, year-over-year.

•

Total full year company contract sales were $803 million, an increase of $79 million, or 11 percent, compared to the prior year. Contract sales in our key North America segment were $729 million, an increase of $83 million, or 13 percent, compared to the prior year. We estimate Hurricane Irma and Hurricane Maria negatively impacted contract sales by approximately $20 million in 2017. Adjusting for that impact, total company and North America contract sales would have increased 14 percent and 16 percent, respectively.

•	Full year North America volume per guest totaled $3,565, a 3 percent increase from 2016. Tours increased 12 percent year-over-year.

•	During 2017, we returned $126 million to our shareholders through the repurchase of 0.8 million shares for $88 million and $38 million in dividends paid.

•

We opened Marriott’s Waikoloa Beach Club, our first resort on the Big Island of Hawaii. We acquired 51 vacation ownership units in Bali, Indonesia that we opened as Marriott’s Bali Nusa Dua Gardens.  We also acquired 36 vacation ownership units at our resort in Marco Island, Florida. In 2018, we entered into a capital efficient arrangement with a third party to purchase an operating property located in San Francisco, California that we expect to re-brand as a Marriott Vacation Club Pulse property in 2019.

---

•

In February 2018, we amended certain agreements with Marriott International. We expect these amendments to provide immediate annualized financial benefits of $3 million resulting from a reduced annual royalty fee plus $15 million to $17 million of benefits from increased annual co-marketing funds associated with Marriott International’s new credit card arrangements and reduced costs of Marriott Rewards points under our existing agreements with Marriott International from planned system-wide reductions in the rates Marriott International charges its loyalty program partners. The amendments also provide for significantly expanded marketing opportunities with Marriott International.

•	We issued $230 million of 1.50% convertible senior notes due 2022. While we had no immediate need for the proceeds, we felt that it was an opportune time for us to add leverage to the company’s balance sheet as we continue to optimize our capital structure.

•	We were recognized by the Aon Hewitt Best Employers program in the countries of Aruba, Australia, France, Ireland, Spain, Thailand, the United Kingdom and the United States.

•	Base Salary. The Compensation Policy Committee made salary adjustments for our named executive officers in February 2017, effective as of December 31, 2016.

•

Annual Bonus. For 2017, the Compensation Policy Committee established a management bonus plan (the “Bonus Plan”) for the named executive officers, intended to reward them for achievement of pre-established financial, operational and associate objectives. The financial objectives, with respect to which 70 percent of the amounts payable under the Bonus Plan could be earned, consisted of Adjusted EBITDA, Net Income as Adjusted and Total Contract Sales (which are defined below). These objectives were selected because they are important indicators of the Company’s profitability and sustainability. With respect to the financial objectives, the payout for each named executive officer for 2017 was at 101.9 percent of the target amount (but below the maximum amount) for Adjusted EBITDA, at 110.7 percent of the target amount (and at the maximum amount) for Net Income as Adjusted, and at 97.3 percent of the target amount for Total Contract Sales.

•

Equity Compensation. In February 2017, the Compensation Policy Committee approved the annual equity awards for 2017 for our named executive officers. The awards were a combination of performance-based stock units (“Performance Units”), stock appreciation rights (“SARs”) and restricted stock units (“RSUs”), with 45 percent of each named executive officer’s total equity compensation consisting of Performance Units, 30 percent consisting of SARs and 25 percent consisting of RSUs, based on grant date value.

---

•

Performance-based compensation is a significant component of total pay opportunity for our executive officers. The chart below reflects the percentage of each named executive officer’s total compensation for 2017 as reflected in the Summary Compensation Table that was performance-based (amounts earned as annual bonus and sales incentive compensation by the named executive officer for 2017 and the grant date value of the portion of the equity compensation that consisted of Performance Units and SARs):

•	Annual cash compensation awards are designed to reward the achievement of pre-established financial objectives, individual achievement objectives, customer/guest satisfaction objectives and associate engagement objectives.

•	We have a long-term incentive plan with share-based payouts at the end of three-year performance periods that rewards executives for meeting key financial objectives. In 2017, 45 percent of each executive officer’s award consisted of Performance Units, based on grant date value.

•	We have a clawback policy applicable to incentive compensation paid to our executive officers and directors, which is in addition to the clawback provision that applies to equity awards under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Stock and Cash Incentive Plan”).

•	We do not provide for a gross-up of excise taxes on any “parachute payments” that could become payable in connection with a change in control.

•	Executive officers are provided only limited perquisites and are not provided with tax gross-ups with respect to such perquisites.

•	The Stock and Cash Incentive Plan does not include an “evergreen” provision.

•	We cannot, without shareholder approval, “reprice” stock options or SARs by reducing the exercise price of such stock option or SAR, exchanging such stock option or SAR for a new award with a lower exercise price, or exchanging such stock option or SAR for cash (other than in connection with specified corporate transactions).

•	We do not provide “single trigger” change in control benefits, except with respect to equity awards which are not retained or replaced with substitute awards following a change in control.

•

We have stock ownership guidelines that require our Chief Executive Officer to own shares of our common stock (as determined under the guidelines) with a market value equal to five times base salary and other executive officers to own shares of our common stock with a market value equal to two to three times annual base salary. All of our executive officers were in compliance with these guidelines as of the end of 2017.

---

•

Equity grants are made on a consistent schedule and are not made in anticipation of significant developments that may impact the price of our common shares. Annual grants are typically made during the first quarter, after the release of our earnings for the prior year and guidance for the current year, which is intended to ensure that we do not make equity grants when we have such material, non-public information.

•	Our associates, officers and directors may not at any time engage in any form of derivative transactions (such as “short” sales or “option puts or calls”) in our securities.

•	Our associates, officers and directors are prohibited from including our securities in a margin account or pledging such securities as collateral for a loan.

•	We do not have employment agreements with any of our executive officers.

•	None of our executive officers are entitled to guaranteed bonuses.

•	Drive Shareholder Value: Executive officers should be paid in a manner that is primarily focused on driving shareholder value. Therefore, equity compensation is and has been a significant component of total pay opportunity for the named executive officers.

•	Motivate Shorter-term and Longer-term Performance: Compensation should be designed to motivate executive officers to perform their duties in ways that would help achieve current year as well as longer-term objectives. This has been achieved by offering a mix of short-term cash-based and long-term equity-based incentives.

•

Retain Talent: The compensation program must be competitive in order to attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice. We work to achieve this, in part, through our review of the market data and internal pay equity considerations described below in making compensation decisions. The Compensation Policy Committee seeks to establish compensation generally consistent with the median in total direct compensation, while also considering performance and scope of job.

---

---

---

---

•

Individual Achievement: The Compensation Policy Committee approved a specific set of management objectives for each of the named executive officers that was aligned to his or her responsibilities and role within the Company. At least 50 percent of the amount each named executive officer could receive for performance with respect to his or her individual achievement measures was tied to objective financial goals. The management objectives generally were expected to be challenging and are among the core duties of the positions.

•

Customer Satisfaction: Customer satisfaction was based on the results of customer and guest satisfaction surveys we developed. Different surveys are used for different aspects of our business, such as Guest Satisfaction, Sales and Marketing Satisfaction and Owner Services Satisfaction. These surveys address topics such as overall satisfaction, quality of service, and cleanliness of properties. Numerical ratings are assigned with the objective of assessing customers’ and guests’ overall satisfaction compared to the goal that is established at the beginning of each year. The achievement of each named executive officer was based on a composite score of the three satisfaction surveys. The composite was a weighted average of the three surveys, based on number of responses.

•	Associate Engagement: Assessment of our associate engagement for the named executive officers, other than the President and Chief Executive Officer, was based on our engagement assessment for their areas of responsibility. The President and Chief Executive Officer was evaluated based on the engagement assessment for the entire company.

---

---

---

---

---

---

---

---

---

---

(1)	This column reports all amounts earned as salary during the fiscal year, whether paid or deferred under employee benefit plans.

(2)

The value reported for Stock Awards and Option/SAR awards is the aggregate grant date fair value of the awards granted in the fiscal year as determined in accordance with accounting guidance for share-based payments, although we recognize the expense of the awards for financial reporting purposes over the service period of the awards. The assumptions for making the valuation determinations are set forth in Footnote No. 12, “Share-Based Compensation,” of the Notes to our Consolidated Financial Statements included in the 2017 Form 10-K. For additional information on these awards, see the Grants of Plan-Based Awards for Fiscal Year 2017 table below. The value reported for the Performance Units is the grant date value assuming performance at the target level, which was the probable outcome of the performance conditions as of the grant date. The values of the Performance Units granted in 2017 at the grant date assuming that the maximum level of performance conditions is achieved are: Mr. Weisz, $2,969,938; Mr. Geller, $989,916; Mr. Cunningham, $652,534; Ms. Kane-Hanan, $540,074; and Mr. Miller, $540,074.

(3)	This column reports all amounts earned under the bonus plan and sales incentive plan in effect for such fiscal year, whether paid or deferred under other employee benefit plans. Amounts earned under a bonus plan during a fiscal year were paid in the first quarter of the following fiscal year.

(4)	The values reported equal the excess of the return on amounts credited to accounts in the Deferred Compensation Plan and the Marriott Deferred Compensation Plan at a fixed rate of return over 120 percent of the applicable federal long-term rate, as discussed below under “Nonqualified Deferred Compensation for Fiscal Year 2017.”

(5)

All Other Compensation for 2017 consists of company contributions to the 401(k) Plan ($9,113 for each named executive officer); contributions to the Deferred Compensation Plan ($22,222 for Mr. Weisz; $11,870 for Mr. Geller; $8,907 for Mr. Cunningham; $7,630 for Ms. Kane-Hanan; and $12,935 for Mr. Miller); and premiums for an insurance policy on the life of each named executive officer ($900 for Mr. Weisz; $332 for Mr. Geller; $270 for Mr. Cunningham; $243 for Ms. Kane-Hanan; and $401 for Mr. Miller).

---

(1)	“Bonus” refers to our Bonus Plan in which our named executive officers participated. “Performance,” “SARs” and RSUs” refers to Performance Units, SARs and RSUs, respectively, granted under the Stock and Cash Incentive Plan. “Incentive” refers to the Sales Incentive Plan in which Mr. Miller participated.

(2)	“Grant Date” applies to equity awards reported in the “Estimated Possible Payouts Under Equity Incentive Plan Awards,” “All Other Stock Awards” and “All Other Option/SAR Awards” columns. The Compensation Policy Committee approved grants of Performance Units, SARs and RSUs for the named executive officers on February 9, 2017, and the grant date of these awards was February 27, 2017.

(3)	The amounts reported in these columns include potential payouts corresponding to the achievement of the target and maximum performance objectives under the Bonus Plan and Sales Incentive Plan.

(4)	The awards were granted with an exercise or base price equal to the average of the high and low stock price on the NYSE on the date of grant.

(5)

The value reported for Equity Incentive Plan Awards, Stock Awards and Option/SAR Awards is the aggregate grant date fair value of the awards granted in 2017 as determined in accordance with accounting standards for share-based payments, although the expense of the awards is recognized for financial reporting purposes over the service period of the awards based on, with respect to the Performance Units, the probable outcome of the performance conditions. The value reported for the Performance Units is the grant date value assuming performance at the target level, which was the probable outcome of the performance conditions as of the grant date. The values of the Performance Units granted in 2017 at the grant date assuming that the maximum level of performance conditions is achieved are: Mr. Weisz, $2,969,938; Mr. Geller, $989,916; Mr. Cunningham, $652,534; Ms. Kane-Hanan, $540,074; and Mr. Miller, $540,074. The assumptions for making the valuation determinations are set forth in Footnote No. 12, “Share-Based Compensation,” of the Notes to our annual Consolidated Financial Statements included in the 2017 Form 10-K.

---

---

(1)

“Performance,” “SARs” and “RSUs” refer to Performance Units, SARs and RSUs, respectively, issued under the Stock and Cash Incentive Plan. “MAR SARs” refer to SARs issued under the Marriott International, Inc. Stock and Cash Incentive Plan. SARs with a grant date prior to November 21, 2011 are Distribution Awards (as defined below) that were granted effective November 21, 2011 and relate to MAR SARs with the grant dates indicated; the number of shares subject to, and the exercise prices of, such SARs reflect adjustments pursuant to the terms of the applicable plans and awards to reflect the Spin-Off. The awards retained the original terms and conditions after conversion.

(2)

Effective as of the completion of the Spin-Off, the holders of Marriott International SARs on the November 10, 2011 record date for the Spin-Off received SARs under the Stock and Cash Incentive Plan, in an amount consistent with the “Distribution Ratio” of one share of our common stock distributed in the Spin-Off for every ten shares of Marriott International common stock, with terms and conditions substantially similar to the terms and conditions applicable to the Marriott International SARs. We refer to the awards made pursuant to the Stock and Cash Incentive Plan with respect to these Marriott International

---

(3)	SARs vest and become exercisable in equal annual increments beginning on the February 15th following the grant date.

(4)	RSUs vest in equal annual increments beginning on the February 15th following the grant date.

(5)

With respect to Performance Units granted on February 29, 2016, the number of shares that the named executive officer will receive will be determined after the end of the performance period on December 31, 2018 and will be based upon the achievement of specified levels of performance during that performance period. Number of shares shown represents the number of shares of our common stock that can be issued after the end of the performance period on December 31, 2018, based on target level of achievement with respect to certain performance targets discussed above. The number of shares of our common stock that can be issued ranges from 0 shares to 46,406 shares for Mr. Weisz (23,203 shares for performance at target level), 17,016 shares for Mr. Geller (8,508 shares for performance at target level), 10,828 shares for Mr. Cunningham (5,414 shares for performance at target level), 9,282 shares for Ms. Kane-Hanan (4,641 shares for performance at target level), and 9,282 shares for Mr. Miller (4,641 shares for performance at target level).

(6)

Calculated by multiplying $135.21, the closing market price of our common stock on December 29, 2017, by the number of Performance Units granted, assuming achievement at the target level of performance. The market value of the shares of our common stock that can be issued on the vesting date, based on Marriott Vacation Worldwide’s achievement of certain performance targets discussed above, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $6,274,555 for Mr. Weisz ($3,137,278 for performance at target level), $2,300,733 for Mr. Geller ($1,150,367 for performance at target level), $1,464,054 for Mr. Cunningham ($732,027 for performance at target level), $1,255,019 for Ms. Kane-Hanan ($627,510 for performance at target level), and $1,255,019 for Mr. Miller ($627,510 for performance at target level).

(7)

With respect to Performance Units granted on February 27, 2017, the number of shares that the named executive officer will receive will be determined after the end of the performance period on December 31, 2019 and will be based upon the achievement of specified levels of performance during that performance period. Number of shares shown represents the number of shares of our common stock that can be issued after the end of the performance period on December 31, 2019, based on maximum level of achievement with respect to certain performance targets discussed above. The number of shares of our common stock that can be issued ranges from 0 shares to 31,796 shares for Mr. Weisz (15,898 shares for performance at target level), 10,598 shares for Mr. Geller (5,299 shares for performance at target level), 6,986 shares for Mr. Cunningham (3,493 shares for performance at target level), 5,782 shares for Ms. Kane-Hanan (2,891 shares for performance at target level), and 5,782 shares for Mr. Miller (2,891 shares for performance at target level).

(8)

Calculated by multiplying $135.21, the closing market price of our common stock on December 29, 2017, by the number of Performance Units granted, assuming achievement at the maximum level of performance. The market value of the shares of our common stock that can be issued on the vesting date, based on Marriott Vacation Worldwide’s achievement of certain performance targets discussed above, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $4,299,137 for Mr. Weisz ($2,149,569 for performance at target level), $1,432,956 for Mr. Geller ($716,478 for performance at target level), $944,577 for Mr. Cunningham ($472,289 for performance at target level), $781,784 for Ms. Kane-Hanan ($390,892 for performance at target level), and $781,784 for Mr. Miller ($390,892 for performance at target level).

---

(1)	The value realized upon exercise is based on the current trading price at the time of exercise.

(2)	For the Performance Units, the value realized upon vesting is based on the closing price of our common stock on the vesting date. For RSUs, the value realized upon vesting is based on the average of the high and low stock price on the vesting date.

(3)	Mr. Weisz acquired 16,971 shares of Marriott Vacations Worldwide common stock upon the exercise of 20,000 SARs. He acquired 14,963 shares of Marriott Vacations Worldwide common stock upon the vesting of the Performance Units granted on March 2, 2015 and 14,161 shares of Marriott Vacations Worldwide common stock upon vesting of RSUs.

(4)	Mr. Geller acquired 12,689 shares of Marriott Vacations Worldwide common stock upon the exercise of 15,000 SARs. He acquired 4,987 shares of Marriott Vacations Worldwide common stock upon the vesting of the Performance Units granted on March 2, 2015 and 5,378 shares of Marriott Vacations Worldwide common stock upon vesting of RSUs.

(5)

Mr. Cunningham acquired 8,868 shares of Marriott Vacations Worldwide common stock upon the exercise of 10,500 SARs and 1,436 shares of Marriott International common stock upon the exercise of 2,220 MAR SARs. He acquired 3,325 shares of Marriott Vacations Worldwide common stock upon the vesting of the Performance Units granted on March 2, 2015 and 3,316 shares of Marriott Vacations Worldwide common stock upon vesting of RSUs.

(6)

Ms. Kane-Hanan acquired 1,478 shares of Marriott Vacations Worldwide common stock upon the exercise of 1,744 SARs and 5,245 shares of Marriott International common stock upon the exercise of 7,800 MAR SARs. She acquired 2,355 shares of Marriott Vacations Worldwide common stock upon the vesting of the Performance Units granted on March 2, 2015 and 2,799 shares of Marriott Vacations Worldwide common stock upon vesting of RSUs.

(7)	Mr. Miller acquired 2,217 shares of Marriott Vacations Worldwide common stock upon the vesting of the Performance Units granted on March 2, 2015 and 2,731 shares of Marriott Vacations Worldwide common stock upon vesting of RSUs.

---

(1)	“DCP” and “MDCP” refer to the Deferred Compensation Plan and the Marriott Deferred Compensation Plan, respectively.

(2)

The amounts in this column consist of elective deferrals by the named executive officers of salary for the 2017 fiscal year and non-equity incentive plan compensation for the 2016 fiscal year paid in 2017 under the Deferred Compensation Plan. All of these amounts that are attributable to 2017 salary are reported in the Summary Compensation Table, and all of the amounts that are attributable to 2016 non-equity incentive plan compensation were included in the 2016 Summary Compensation Table.

(3)	The amounts in this column consist of company contributions that were accrued during 2017 and credited to the participants’ accounts in 2018 under the Deferred Compensation Plan. All of these amounts are included in the Summary Compensation Table in the “All Other Compensation” column for 2017.

(4)	This column includes amounts in each named executive officer’s total Deferred Compensation Plan account balance as of the last day of the 2017 fiscal year, and do not take into account the amounts in the “Company Contributions in Last Fiscal Year” column in the table above that were accrued during fiscal 2017 but credited to the participants’ accounts in 2018.

(5)

These amounts consist of the aggregate notional earnings during 2017 of each named executive officer’s account in the Deferred Compensation Plan or the Marriott Deferred Compensation Plan. Such earnings are reported in the Summary Compensation Table only to the extent that they were credited at a fixed rate of interest in excess of 120 percent of the applicable federal long-term rate. The following table indicates the portion of each executive’s aggregate earnings during 2017 that is reported in the Summary Compensation Table.

(6)	Of these amounts, the following were previously reported in the Summary Compensation Table of previously filed proxy statements: Mr. Weisz, $330,943; Mr. Geller, $175,209; Mr. Cunningham, $232,339; Ms. Kane-Hanan, $78,006; and Mr. Miller, $274,494.

(7)	Of these amounts, the following were previously reported in the Summary Compensation Table of previously filed proxy statements or in a Summary Compensation Table included in a Form 10 or Annual Report on Form 10-K: Mr. Weisz, $231,379; Mr. Geller, $82,146; Mr. Cunningham, $97,527; Ms. Kane-Hanan, $18,272; and Mr. Miller, $175,328.

(8)

This amount consists of the total of the increase in the value of 48.4 shares of Marriott Vacations Worldwide deferred bonus stock held by Mr. Cunningham during 2017 based on the difference between the Company’s 2017 fiscal year-end closing stock price of $135.21 and its 2016 fiscal year-end closing stock price of $84.85, and the increase in the value of 484 shares of Marriott International deferred bonus stock held by Mr. Cunningham during 2017 based on the difference between Marriott International’s 2017 fiscal year end closing price of $135.73 and its 2016 fiscal year-end closing stock price of $82.68. All of the shares of deferred bonus stock are fully vested and will be distributed to Mr. Cunningham in ten annual installments commencing on the January 2nd following the date on which he ceases being employed by the Company.

(9)	This amount consists of the value of 48.4 shares of Marriott Vacations Worldwide deferred bonus stock held by Mr. Cunningham based on the Company’s 2017 fiscal year-end closing stock price of $135.21, and the value of 484 shares of Marriott International deferred bonus stock held by Mr. Cunningham based on Marriott International’s fiscal year-end closing stock price of $135.73.

---

---

(1)	Each of Mr. Weisz and Mr. Cunningham is eligible for “approved retiree” status under each of the Deferred Compensation Plan and the Stock and Cash Incentive Plan. Amounts in this column reflect the benefits each would receive if he ceased being employed by the Company for any reason on December 29, 2017 and satisfied the requirements of such plans for qualification as an approved retiree.

(2)	Upon resignation or termination with cause, no benefits would be payable. In addition, there are no contractual rights providing for payment upon a termination without cause other than in connection with a change in control. Any such payments would be based upon negotiation at the time of such termination.

(3)

As described above under “Change in Control Arrangements,” a named executive officer who participates in the Change in Control Plan and who executes a waiver and release of claims in favor of the Company will receive the following severance benefits if his or her employment is terminated involuntarily by the Company or any of its affiliates, other than due to Cause, Total Disability, or death, or is terminated by the named executive officer for Good Reason, in each case, within two years following a Change in Control of the Company: (1) a cash severance payment, payable in a lump sum, equal to two times (or three times, in the case of the President and Chief Executive Officer of the Company) the sum of his or her Base Salary and Target Bonus; (2) twenty-four months (or thirty-six months, in the case of the President and Chief Executive Officer of the Company) of Company-subsidized medical, dental and life-insurance coverage for such named executive officer and his or her spouse and dependents, at the same benefit level as provided to the executive immediately prior to the Change in Control, or the cash equivalent of the present value of such coverage (“Benefit Coverage”); (3) any unpaid salary or bonus as of the Termination date for any previously-completed fiscal year (“Earned Amounts”); (4) a pro-rata bonus for the fiscal year in which the named executive officer’s employment is terminated assuming achievement at the target level of performance; (5) vesting of all restricted stock, RSUs or other share-based awards in a form substantially similar to restricted stock or RSUs as of the Termination date; (6) vesting of all unvested or unexercisable options, SARs or other share-based awards in a form substantially similar to options or SARs, which will be exercisable until the earlier of the end of their original term or 12 months (or in the case of certain approved retirees, five years) following the Termination date; and (7) the vesting and immediate payment of all of other cash performance-based awards or other share-based awards subject to performance-based vesting criteria based on a presumed achievement of target levels of performance. No amounts are shown for Earned Amounts as we have assumed there would be no such amounts unpaid on the last day of the fiscal year. Certain terms in this footnote are defined above under “Change in Control Arrangements.”

(4)

Upon retirement after either reaching age 55 and completing ten continuous years of service or completing 20 years of continuous service, disability or death, the named executive officer would be entitled to a pro-rata bonus based on actual performance under the 2017 Bonus Plan. The amount shown with respect to annual bonus for each named executive officer is the actual payout amount for 2017. See Note 3 for a description of annual bonus amounts payable following a Change in Control.

(5)	Consists of the Benefit Coverage payable under the Change in Control Plan.

(6)

Upon retirement or permanent disability (as defined in the pertinent plan), a named executive officer may continue to vest in and receive distributions under outstanding stock awards for the remainder of their vesting period and may exercise options and SARs for up to five years in accordance with the awards’ original terms; provided however that upon permanent disability, the Performance Units will immediately vest assuming achievement at the target level of performance. Annual stock awards provide that if the executive retires within one year after the grant date, the executive forfeits a portion of the stock award proportional to the number of days remaining within that one-year period. For these purposes, retirement means a termination of employment with retirement approval of the Compensation Policy Committee by an executive who had attained age 55 with 10 years of service. In all cases, however, the Compensation Policy Committee or its designee has the authority to revoke approved retiree status if an executive’s employment terminated for serious misconduct or was subsequently found to have engaged in competition or engaged in criminal conduct or other behavior that was actually or potentially harmful to the Company. A named executive officer who dies as an employee or approved

---

(7)

Consists of the value of unvested employer credits under the Deferred Compensation Plan. The Company may credit participants’ accounts with employer credits that will vest at a rate of 25 percent per year on the first four anniversaries of the date the discretionary employer credit was allocated to the participant’s account, provided that the participant remains in continued service with the Company. Upon a change in control of the Company or a participant’s death or retirement after reaching age 55 and completing ten continuous years of service, all employer credits will immediately vest in full. Although the Marriott Deferred Compensation Plan also provided for employer credits, no named executive officer has unvested employer credits under the Marriott Deferred Compensation Plan.

•	an annual cash retainer of $75,000 for each non-employee director other than the Chairman and $120,000 for the Chairman;

•	an annual cash retainer of $25,000 for the chairs of each of the Audit Committee, the Compensation Policy Committee and Nominating and Corporate Governance Committee;

•	an annual cash retainer of $10,000 for the members (other than the Chairs) of each of the Audit Committee, the Compensation Policy Committee and Nominating and Corporate Governance Committee;

•	an annual cash retainer of $25,000 for the Lead Independent Director; and

•	an annual equity grant (the “Non-Employee Director Share Awards”) with a grant date value of $125,000 for each non-employee director other than the Chairman and $200,000 for the Chairman.

•	to receive the Non-Employee Director Share Awards in the form of stock units with terms, including regarding the payment of dividends, as specified in the Stock and Cash Incentive Plan, with distribution in the form of shares of the Company’s common stock to occur as elected by the non-employee director as permitted pursuant to Stock and Cash Incentive Plan; or

•	to receive the Non-Employee Director Share Awards in the form of shares of the Company’s common stock, to be issued as soon as practicable following the grant date.

---

(1)	In lieu of his annual cash retainer for 2017, Mr. Hutchison elected to receive stock units, which were granted on each date on which he would have received a cash payment and which had a value on each grant date equal to the amount of such cash payment. Prior to the start of each calendar year, directors may elect to receive their cash retainer and committee fees in the form of equity awards.

(2)

Mr. Hutchison elected to receive his Non-Employee Director Share Awards for 2017 in the form of stock units with terms as specified in the Stock and Cash Incentive Plan, with distribution in the form of shares of the Company’s common stock to occur three years from the date of grant. Mr. Martinez elected to receive the Non-Employee Director Share Awards for 2017 in the form of shares of the Company’s common stock that were issued as soon as practicable following the grant date. The following table indicates the number of outstanding equity awards held by each non-employee director as of December 31, 2017:

(3)	The values reported equal the excess of the return on amounts credited to accounts in the Deferred Compensation Plan at the annually designated rate of return over 120 percent of the applicable federal long-term rate.

---

(1)	Includes 782,519 shares of outstanding RSUs, deferred stock bonus and Non-Employee Director Share Awards awarded under the Stock and Cash Incentive Plan that are not included in the calculation of the Weighted-Average Exercise Price column.

(2)	Consists of 1,395,540 shares available for issuance under the Stock and Cash Incentive Plan and 460,042 shares available under the ESPP.

---

---

(1)	Based on the number of shares outstanding (26,560,789) on March 9, 2018, plus the number of shares acquirable by the specified persons within 60 days of March 9, 2018, as described below.

(2)

Includes shares subject to Non-Employee Director Share Awards currently exercisable or exercisable within 60 days after March 9, 2018, as follows: Mr. Andrews, 8,805 shares; Mr. Gellein, 16,094 shares; Mr. Hutchison, 16,094 shares; Mr. Martinez, 12,837 shares; Mr. McCarten, 16,094 shares; Ms. Morgan, 8,805 shares; and Mr. Shaw, 26,014 shares. With respect to Mr. Hutchison, also includes shares subject to 4,163 stock units (“Non-Employee Director Stock Units”) issued to Mr. Hutchison in lieu of annual cash retainers, which are currently exercisable or exercisable within 60 days after March 9, 2018.

(3)	Includes 1,966 shares held by a limited liability corporation in which Mr. McCarten owns a 2 percent interest and acts as Manager.

(4)

Includes shares subject to SARs currently exercisable or exercisable within 60 days after March 9, 2018, as follows: Mr. Weisz, 138,638 shares; Mr. Cunningham, 25,955 shares; Mr. Geller, 36,420 shares; Ms. Kane-Hanan, 26,630 shares; and Mr. Miller, 27,333 shares. For purposes of determining the number of shares subject to SARs that are beneficially owned by each such person, we have calculated the number of shares that such person could obtain by exercising all vested SARs on March 9, 2018, based on the closing price of our common stock on that date ($148.21).

(5)	Includes 20,860 shares held by two grantor-retained annuity trusts and 513 shares held in a revocable trust of which Mr. Weisz’s spouse is the trustee and Mr. Weisz is the beneficiary.

(6)

Includes an aggregate of 459,464 shares subject to SARs, Non-Employee Director Share Awards and Non-Employee Director Stock Units currently exercisable or exercisable within 60 days after March 9, 2018. For purposes of determining the number of shares subject to SARs that are beneficially owned, we have calculated the number of shares that such persons could obtain by exercising all vested SARs on March 9, 2018, based on the closing price of our common stock on that date ($148.21).

(7)

Includes the following 2,002,797 shares that J.W. Marriott, Jr., Deborah M. Harrison, David S. Marriott, Stephen Blake Marriott, Juliana B. Marriott, the Juliana B. Marriott Marital Trust, Nicole Marriott Avery, JWM Family Enterprises, Inc. and JWM Family Enterprises, L.P. each report as beneficially owned: (a) 919,999 shares owned by Thomas Point Ventures, L.P.; (b) 290,402 shares owned by Terrapin Limited Holdings, LLC; (c) 744,896 shares owned by JWM Family Enterprises, L.P.; and (d) 47,500 shares owned by Anchorage Partners, L.P. JWM Family Enterprises, Inc., a corporation in which J.W. Marriott, Jr., Deborah M. Harrison, David S. Marriott, Stephen Blake Marriott, Juliana B. Marriott and Nicole Marriott Avery are directors, is the sole general partner of JWM Family Enterprises, L.P., a limited partnership, which in turn is the sole general partner of Thomas Point Ventures, L.P. and Anchorage Partners, L.P., which also are limited partnerships, and the sole member of Terrapin Limited Holdings, LLC, a limited liability company. The address for the corporation, the three limited partnerships and the limited liability company is 9737 Washingtonian Boulevard, Suite 404, Gaithersburg, Maryland 20878. Each of J.W. Marriott, Jr., Deborah Marriott Harrison, David S. Marriott, Stephen Blake Marriott, Juliana B. Marriott, The Juliana B. Marriott Marital Trust and Nicole Marriott Avery disclaims beneficial ownership of the foregoing shares in excess of such holder’s pecuniary interest.

(8)

Includes 266,922 shares that both J.W. Marriott, Jr. and his brother Richard E. Marriott report as beneficially owned held by seven trusts for the benefit of their children and grandchildren, for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-trustees. Each of J.W. Marriott, Jr. and Richard E. Marriott disclaims beneficial ownership of the foregoing shares in excess of his pecuniary interest.

(9)

Includes the following 323,531 shares that J.W. Marriott, Jr. reports as beneficially owned, in addition to the shares referred to in footnotes (7) and (8): (a) 50,526 shares held in a revocable trust, for which J.W. Marriott, Jr. serves as the sole trustee; (b) 28,576 shares held in a revocable trust, for which the spouse of J.W. Marriott, Jr. serves as the sole trustee; (c) 25,000 shares owned by six trusts for the benefit of the grandchildren and great-

---

(10)

Includes the following 73,263.2 shares that Deborah M. Harrison reports as beneficially owned in addition to the shares referred to in footnote (7): (a) 13,675.2 shares held directly by Ms. Harrison; (b) 13,700 shares held by two trusts for the benefit of Ms. Harrison’s children, for which Ms. Harrison serves as trustee; (c) 502 shares held by two trusts for the benefit of Ms. Harrison’s grandchildren, for which Ms. Harrison’s spouse and another individual serve as trustees; (d) 2,688 shares held by a limited liability company for which Ms. Harrison’s spouse serves as manager; (e) 25,000 shares owned by six trusts for the benefit of the grandchildren and great-grandchildren of J.W. Marriott, Jr., for which Ms. Harrison serves as a co-trustee; and (f) 17,698 shares held by three trusts for the benefit of children of her brother, for which Ms. Harrison serve as a trustee. Ms. Harrison’s address is Marriott International, 10400 Fernwood Road, Bethesda, Maryland 20817. Ms. Harrison disclaims beneficial ownership of the foregoing shares in excess of her pecuniary interest.

(11)

Includes the following 67,452 shares that David S. Marriott reports as beneficially owned in addition to the shares referred to in footnote (7): (a) 21,557 shares held directly; (b) 533 shares held by David S. Marriott’s spouse; (c) 8,096 shares held by four trusts for the benefit of David S. Marriott’s children, for which David S. Marriott and his spouse serve as co-trustees; (d) 25,000 shares owned by six trusts for the benefit of the grandchildren and great-grandchildren of J.W. Marriott, Jr., for which David S. Marriott serves as a co-trustee; (e) 7,166 shares held by the Juliana B. Marriott Marital Trust, of which David S. Marriott is a trustee; (f) 4,132 shares owned by two trusts for the benefit of Juliana B. Marriott’s children, for which David S. Marriott serves as a co-trustee; and (g) 968 shares subject to SARs currently exercisable or exercisable within 60 days after March 9, 2018 (for purposes of determining the number of shares subject to SARs that are beneficially owned, we have calculated the number of shares that David S. Marriott could obtain by exercising all vested SARs on March 9, 2018, based on the closing price of our common stock on that date ($148.21)). David S. Marriott’s address is Marriott International, 10400 Fernwood Road, Bethesda, Maryland 20817. David S. Marriott disclaims beneficial ownership of the foregoing shares in excess of his pecuniary interest.

(12)

Includes the following 19,884 shares that Juliana B. Marriott reports as beneficially owned in addition to the shares referred to in footnote (7): (a) 4,282 shares held directly; (b) 7,166 shares held by the Juliana B. Marriott Marital Trust, of which Ms. Marriott is a trustee; (c) 4,304 shares owned by two trusts for the benefit of Ms. Marriott’s children, for which Juliana B. Marriott serves as trustee; and (d) 4,132 shares owned by two trusts for the benefit of Ms. Marriott’s children, for which Juliana B. Marriott serves as a co-trustee. Juliana B. Marriott’s address is Marriott International, 10400 Fernwood Road, Bethesda, Maryland 20817. Juliana B. Marriott disclaims beneficial ownership of the foregoing shares in excess of her pecuniary interest.

(13)	Includes 7,166 shares held directly that the Juliana B. Marriott Marital Trust reports as beneficially owned in addition to the shares referred to in footnote (7). The address of The Juliana B. Marriott Marital Trust is c/o Jacqueline M. Perry, JWM Family Enterprises, 9737 Washingtonian Boulevard, Suite 404, Gaithersburg, Maryland 20878.

(14)	Includes 5,000 shares held directly that Nicole Marriott Avery reports as beneficially owned in addition to the shares referred to in footnote (7). Nicole Marriott Avery’s address is c/o JWM Family Enterprises, 9737 Washingtonian Boulevard, Suite 404, Gaithersburg, Maryland 20878.

(15)

Includes the following 1,586.7 shares that Stephen Blake Marriott reports as beneficially owned in addition to the shares referred to in footnote (7): (a) 1,427.7 shares held directly; and (b) 159 shares owned by a trust for the benefit of Stephen Blake Marriott’s nephew, for which Stephen Blake Marriott is a co-trustee. Stephen Blake Marriott’s address is Marriott International, 10400 Fernwood Road, Bethesda, Maryland 20817. Stephen Blake Marriott disclaims beneficial ownership of the foregoing shares in excess of his pecuniary interest.

(16)

Includes the following 1,682,701 shares that Richard E. Marriott reports as beneficially owned, in addition to the shares referred to in footnote (8): (a) 1,393,083 shares held by two grantor-retained annuity trusts; (b) 214,424 shares held by a revocable trust for which Richard E. Marriott serves as the sole trustee, (c) 28,326 shares held by a revocable trust for which Richard E. Marriott’s spouse serves as the sole trustee; (d) 45,168 shares owned

---

(17)	Based solely on the information contained in Schedule 13G/A filed with the SEC on January 19, 2018 by BlackRock, Inc., in which BlackRock, Inc. reported sole voting power as to 2,832,620 shares and sole dispositive power as to 2,879,448 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(18)

Based solely on the information contained in Schedule 13G/A filed with the SEC on February 14, 2018 by BAMCO, Inc. (“BAMCO”), Baron Capital Group, Inc. (“BCG”), Baron Capital Management, Inc. (“BCM”) and Ronald Baron (“Baron”). BAMCO reported shared voting power as to 1,820,302 shares and shared dispositive power as to 2,008,502 shares, BCG and Ronald Baron reported shared voting power as to 1,974,014 shares and shared dispositive power as to 2,162,214 shares, and BCM reported shared voting and dispositive power as to 153,712 shares. The address of BAMCO, BCG, BCM and Baron is 767 Fifth Avenue, 49th Floor, New York, New York 10153.

(19)

Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 9, 2018 by The Vanguard Group, Inc. (“Vanguard”). Vanguard reported sole voting power as to 40,360 shares, shared voting power as to 3,200 shares, sole dispositive power as to 1,954,470 shares, and shared dispositive power as to 41,597 shares. Vanguard reported that its subsidiaries Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., beneficially owned 38,397 and 5,163 shares, respectively, as a result of serving as investments managers. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(20)

Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP (“Dimensional”). Dimensional reported sole voting power as to 1,820,185 shares and sole dispositive power as to 1,882,703 shares, all of which shares are owned by four investment companies to which Dimensional provides investment advice. Dimensional disclaims beneficial ownership of such shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

---

•	ordinary course sales of vacation ownership, fractional or similar ownership interests with specified maximum dollar thresholds at prices that are no lower than those available under Company-wide employee discount programs;

•	employment and compensation relationships that are subject to Compensation Policy Committee or other specified internal management approvals and which, in the case of executive officers and directors, are subject to required proxy statement disclosure;

•	certain transactions with other companies and certain charitable contributions that satisfy the independence criteria under both our Corporate Governance Policies and the NYSE Listing Standards;

•

certain transactions with Marriott International in the ordinary course of business, if the interest of J.W. Marriott, Jr. or any of his immediate family members only arises from ownership of less than 20 percent of the Company’s common stock and from a relationship with Marriott International as an employee, director and/or beneficial owner of less than 20 percent of Marriott International’s shares, and all holders of each of our common stock and Marriott International’s common stock, respectively, will receive the same benefit on a pro rata basis;

•	transactions where the related party’s interest arises solely from ownership of our common stock and all holders of our common stock receive the same benefit on a pro rata basis;

•

certain transactions involving less than (1) $500,000, with respect to a transaction consisting of compensation arrangements for a Related Person who is employed by the Company or its subsidiaries, or (2) $250,000, with respect to any other transaction, in each case that are approved by at least two members of the Corporate Growth Committee (an internal management committee whose members include our Executive Vice President and Chief Financial Officer, Executive Vice President and General Counsel, and other executive officers) who do not have any direct or indirect interest in the transaction and the approving committee members determine the transaction is on terms no less favorable to us than would be available to unrelated third parties under similar circumstances;

•	transactions where the rates or charges involved are determined by competitive bids, or fixed in conformity with law or governmental authority; and

•	transactions involving banking-related services such as transfer agent, registrar, trustee under a trust indenture or similar services.

---

---

---

---

---