Filing Details
- Accession Number:
- 0000921895-25-001624
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-27 20:00:00
- Filed By:
- Impactive Capital
- Company:
- Marriott Vacations Worldwide Corp (NYSE:VAC)
- Filing Date:
- 2025-05-28
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Impactive Capital LP | 0 | 3,295,984 | 0 | 3,295,984 | 3,295,984 | 9.5% |
Impactive Capital LLC | 0 | 3,295,984 | 0 | 3,295,984 | 3,295,984 | 9.5% |
Wolfe Lauren Taylor | 0 | 3,295,984 | 0 | 3,295,984 | 3,295,984 | 9.5% |
Asmar Christian | 0 | 3,295,984 | 0 | 3,295,984 | 3,295,984 | 9.5% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
MARRIOTT VACATIONS WORLDWIDE Corp (Name of Issuer) |
Common stock, par value $0.01 per share (Title of Class of Securities) |
57164Y107 (CUSIP Number) |
CHRISTIAN ASMAR IMPACTIVE CAPITAL LP, 450 West 14th Street, 12th Floor New York, NY, 10014 212-218-8810 LAUREN TAYLOR WOLFE IMPACTIVE CAPITAL LP, 450 West 14th Street, 12th Floor New York, NY, 10014 212-218-8810 ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP No. | 57164Y107 |
1 |
Name of reporting person
Impactive Capital LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,295,984.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
|
CUSIP No. | 57164Y107 |
1 |
Name of reporting person
Impactive Capital LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,295,984.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 57164Y107 |
1 |
Name of reporting person
Wolfe Lauren Taylor | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,295,984.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 57164Y107 |
1 |
Name of reporting person
Asmar Christian | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,295,984.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Common stock, par value $0.01 per share |
(b) | Name of Issuer:
MARRIOTT VACATIONS WORLDWIDE Corp |
(c) | Address of Issuer's Principal Executive Offices:
7812 PALM PARKWAY, ORLANDO,
FLORIDA
, 32836. |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated as follows:
The 3,295,984 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 3,295,984 Shares beneficially owned by the Impactive Funds is approximately $292,996,899, including brokerage commissions. | |
Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On May 27, 2025, the Reporting Persons entered into a Support Agreement (the "Support Agreement") with the Issuer. Pursuant to the Support Agreement, the Issuer agreed to appoint Christian A. Asmar to the Issuer's Board of Directors (the "Board"). Additionally, Mr. Asmar has been appointed to the Compensation Policy Committee of the Board and will be appointed to a new ad hoc committee of the Board that is expected to focus on advising the Board on the Issuer's modernization efforts aimed at revenue growth and cost efficiencies.
The Support Agreement also provides for customary director replacement rights in the event Mr. Asmar ceases to serve as a director under certain circumstances as specified in the Support Agreement.
The Support Agreement includes, among other provisions, certain standstill and voting commitments by the Reporting Persons. The standstill period extends until 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). However, if the Issuer confirms in writing that it will renominate Mr. Asmar for election at the 2026 Annual Meeting and Mr. Asmar consents to the renomination, then the standstill obligations will extend until the later of (x) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the Issuer's 2027 annual meeting of stockholders and (y) the date on which Mr. Asmar is not a member of the Board.
The Reporting Persons' standstill commitments include their agreement not to, among other things and subject to certain exceptions, (i) solicit proxies or written consents of stockholders to vote securities, (ii) present at any annual meeting or any special meeting of the Issuer's stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee for election to the Board or seek representation on the Board, or (iii) acquire cumulative ownership in excess of 12% of the outstanding Shares. Additionally, the Reporting Persons have agreed to vote for all directors nominated by the Board for election at a stockholder meeting during the standstill period. The Reporting Persons and the Issuer have also agreed to a certain mutual non-disparagement provision.
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | |
Item 5. | Interest in Securities of the Issuer |
(a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 34,535,278 Shares outstanding as of May 5, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
A. Impactive Capital
As of the date hereof, Impactive Capital beneficially owned 3,295,984 Shares held by the Impactive Funds.
Percentage: Approximately 9.5%
B. Impactive Capital GP
As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the 3,295,984 Shares held by the Impactive Funds.
Percentage: Approximately 9.5%
C. Ms. Taylor Wolfe and Mr. Asmar
Each of Ms. Taylor Wolfe and Mr. Asmar, as Managing Members of Impactive Capital GP, may be deemed to beneficially own the 3,295,984 Shares held by the Impactive Funds.
Percentage: Approximately 9.5% |
(b) | Item 5(b) is hereby amended and restated as follows:
A. Impactive Capital
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,295,984
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,295,984
B. Impactive Capital GP
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,295,984
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,295,984
C. Ms. Taylor Wolfe and Mr. Asmar
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,295,984
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,295,984 |
(c) | Item 5(c) is hereby amended and restated as follows:
A. Impactive Capital
The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
B. Impactive Capital GP
Impactive Capital GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
C. Ms. Taylor Wolfe and Mr. Asmar
Each of Ms. Taylor Wolfe and Mr. Asmar have not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Impactive Capital through the Impactive Funds during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On May 27, 2025, the Reporting Persons and the Issuer entered into the Support Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. | |
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
1 - Transactions in Securities
99.1 - Support Agreement, dated May 27, 2025, by and among the Issuer and the Reporting Persons (incorporated by reference to Ex. 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025) |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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