Exhibit No. 22
MARRIOTT INTERNATIONAL, INC.
Special Meeting of Shareholders
March 20, 1997
REPORT OF INSPECTORS OF ELECTIONS
We, the undersigned, duly appointed to act as Inspectors of
Elections, hereby report as follows:
That the Special Meeting of Shareholders of Marriott International,
Inc. (the "Company") was held at the Westfields Marriott Conference Center,
14750 Conference Center Drive, Chantilly, Virginia, on the 20th day of March,
1998, at 10:00 a.m., local time; and
That before entering upon the discharge of our duties as Inspectors
of Elections at the meeting, we took an oath of office which is attached
hereto; and
That we inspected the signed proxies and ballots used at the meeting
and found the same to be in proper form; and
That there were present, either in person or by proxy, holders of
104,259,918 common shares out of 125,415,165 common shares outstanding as of
the close of business on January 28, 1998; and
That the votes cast for, against and abstaining on Proposal One:
Approval of (a) the spinoff of New Marriott, (b) the acquisition of Sodexho
North America, (c) the amendment of the Company's certificate of
incorporation and bylaws; and (d) the amendment of New Marriott's certificate
of incorporation and bylaws; and
FOR AGAINST ABSTAIN
--- ------- -------
89,235,072 14,637,884 386,962
That the votes cast for, against and abstaining on Proposal Two:
Ratification of Pierre Bellon, Bernard Carton, Edouard de Royere, William J.
Shaw, Charles D. O'Dell, John W. Marriott III, Doctor R. Crants and Daniel J.
Altobello as directors of SMS, effective upon the consummation of the
Transactions; and
FOR AGAINST ABSTAIN
--- ------- -------
102,302,028 1,272,720 685,090
That the votes cast for, against and abstaining on Proposal Three:
Ratification of Gilbert M. Grosvenor, Richard E. Marriott, Harry J. Pearce,
J.W. Marriott, Jr., W. Mitt Romney, William J. Shaw, Dr. Henry Cheng
Kar-Shun, Floretta Dukes McKenzie, Roger W. Sant and Lawrence M. Small as
directors of New Marriott; and
FOR AGAINST ABSTAIN
--- ------- -------
102,516,689 1,111,057 632,092
That the votes cast for, against, and abstaining on Proposal Four:
Ratification of the New Marriott 1998 Comprehensive Stock and Cash Incentive
Plan and the reservation of shares pursuant to such plan; and
FOR AGAINST ABSTAIN
--- ------- -------
67,802,066 35,712,300 745,472
That the votes cast for, against and abstaining on Proposal Five:
Ratification of the appointment of Price Waterhouse LLP as independent
auditors of SMS effective upon consummation of the Transactions; and
FOR AGAINST ABSTAIN
--- ------- -------
103,064,853 635,131 559,854
That the votes cast for, against and abstaining on Proposal Six:
Ratification of the appointment of Arthur Andersen LLP as independent
auditors of New Marriott.
FOR AGAINST ABSTAIN
--- ------- -------
103,038,558 688,485 532,795
That at least two-thirds (or 66 2/3 percent) of the outstanding
shares of Company common stock voted FOR Proposal One; and
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That the majority of the outstanding shares of Company common stock
voted FOR Proposals Two through Six.
All defined terms used herein shall have the same meanings as set forth
in the Company's Proxy Statement.
Respectfully Submitted,
/s/ Kathleen D. Whelply
--------------------------------
Kathleen D. Whelply
Inspector of Election
/s/ Charles D. Keryc
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Charles D. Keryc
Inspector of Election
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