Document

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement on Form S-8 is being filed by Marriott Vacations Worldwide Corporation (the “Company” or the “Registrant”) to register 1,250,000 shares of the Company’s common stock with respect to the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “Plan”), which is in addition to the 1,776,253 shares of the Company’s common stock previously registered on the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 23, 2020 (File No. 333-239368) (the “Prior Registration Statement”).

This Registration Statement relates to securities of the same class as those registered under the Prior Registration Statement and is being filed in accordance with General Instruction E to Form S-8 regarding the registration of additional securities under the Plan. Pursuant to such instruction, the contents of the Prior Registration Statement are hereby incorporated by reference in and made part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto. Also pursuant to General Instruction E to Form S-8, the filing fee is being paid only with respect to the 1,250,000 shares of the Company’s common stock not previously registered.


Exhibit No.						Exhibit Description
4.1						Second Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on May 15, 2023).
4.2						Restated Bylaws of Marriott Vacations Worldwide Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 8-Q filed on August 4, 2023).
4.3						Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan, as amended and restated effective May 10, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 14, 2024).
5*						Opinion of Foley & Lardner LLP
23.1*						Consent of Foley & Lardner LLP (included in Exhibit 5)
23.2*						Consent of Ernst & Young LLP
24.1*						Power of Attorney (included on the signature page hereto)
107*						Filing Fee Table

*Filed herewith.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on this 23rd day of May, 2024.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James H Hunter, IV the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments or supplements, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature

Title

Date

/s/ John E. Geller, Jr.

President and Chief Executive Officer and Director

(Principal Executive Officer)

May 23, 2024

John E. Geller, Jr.

/s/ Jason P. Marino

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

May 23, 2024

Jason P. Marino

/s/ Kathleen A. Pighini

Senior Vice President, Corporate Controller and

Chief Accounting Officer

(Principal Accounting Officer)

May 23, 2024

Kathleen A. Pighini

/s/ William J. Shaw

Chairman - Director

May 23, 2024

William J. Shaw

/s/ C.E. Andrews

Director

May 23, 2024

C.E. Andrews

/s/ Lizanne Galbreath

Director

May 23, 2024

Lizanne Galbreath

/s/ Mary E. Galligan

Director

May 23, 2024

Mary E. Galligan

/s/ Raymond L. Gellein, Jr

Director

May 23, 2024

Raymond L. Gellein, Jr

/s/ Jonice M. Gray

Director

May 23, 2024

Jonice M. Gray

Signature

Title

Date

/s/ Melquiades R. Martinez

Director

May 23, 2024

Melquiades R. Martinez

/s/ William W. McCarten

Director

May 23, 2024

William W. McCarten

/s/ Dianna F. Morgan

Director

May 23, 2024

Dianna F. Morgan

/s/ Stephen R. Quazzo

Director

May 23, 2024

Stephen R. Quazzo


Delaware			42-2598330
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


Large accelerated filer	☒	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨


Marriott Vacations Worldwide Corporation
By:			/s/ James H Hunter, IV
Name:			James H Hunter, IV
Title:			Executive Vice President, General Counsel and Secretary