As filed with the Securities and Exchange Commission on November 6,
2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its Charter)
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Delaware |
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52-2055918 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS. Employer
Identification No.)
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10400 Fernwood Road
Bethesda, Maryland 20817
(301) 380-3000
(Address of Principal Executive Offices, Zip Code)
MARRIOTT INTERNATIONAL, INC. PUERTO RICO RETIREMENT
PLAN
SAN JUAN MARRIOTT RESORT & STELLARIS CASINO EMPLOYEE RETIREMENT
PLAN
(Full title of the plans)
Rena Hozore Reiss, Esq.
Executive Vice President and General Counsel
Marriott International, Inc.
Dept. 52/923
10400 Fernwood Road
Bethesda, Maryland 20817
(301) 380-3000
(Name, Address, including Zip Code, and Telephone
Number,
Including Area Code, of Agent for Service)
________________________________ ___
Copy to:
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
(202) 955-8500
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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.
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered |
Amount
to be
registered(1)
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Proposed
maximum
aggregate
offering price |
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Amount of
registration fee(2) |
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Class A Common Stock, par value $0.01 per share |
$5,000,000 (3)
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$5,000,000
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$545.50
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the “Securities Act”), this Registration Statement on Form
S-8 also registers such amount of additional securities that may be
offered pursuant to the terms of the Marriott International, Inc.
Puerto Rico Retirement Plan (the “Puerto Rico Plan”) and the San
Juan Marriott Resort & Stellaris Casino Employee Retirement
Plan (the “Stellaris Plan” and, together with the Puerto Rico Plan,
the “Plans”) which provide for a change in the amount or type of
securities being offered or issued to prevent dilution as a result
of stock splits, stock dividends or similar transactions. Pursuant
to Rule 416(c), this Registration Statement also registers an
indeterminate amount of interests to be offered or sold pursuant to
the Plans.
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(2) |
Calculated in accordance with Rule 457(o) of the Securities
Act.
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(3) |
The amount be registered under the respective plans are as follows:
Puerto Rico Plan—$2,500,000;and Stellaris
Plan—$2,500,000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1. |
Plan Information.* |
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Item 2. |
Registrant Information and Employee Plan Annual
Information.* |
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* |
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Certain Documents by Reference. |
The SEC allows us to “incorporate by reference” information into
this Registration Statement, which means that we can disclose
important information to you by referring to those documents. We
hereby “incorporate by reference” the documents listed below, which
means that we are disclosing important information to you by
referring you to those documents. The information that the Company
files later with the SEC will automatically update and in some
cases supersede this information. Specifically, the Company
incorporates by reference the following documents or information
filed with the SEC (other than, in each case, documents or
information deemed to have been furnished and not filed in
accordance with SEC rules):
(a) The Company’s
latest Annual Report filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or latest prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for the
latest fiscal year for which such statements have been
filed;
(b) All other
reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Company’s latest annual report or prospectus referred to in (a)
above;
(c) The description
of the Common Stock filed as Exhibit 4.3 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019, and any
amendment or report filed with the SEC for the purpose of updating
such description;
(d) Future filings
the Company and the Plans make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and before the filing of any post-effective
amendment to this Registration Statement which indicates that all
securities offered under this Registration Statement have been sold
or which deregisters all such securities then remaining unsold,
including without limitation any Annual Report on Form 11-K filed
pursuant to Section 13(a) or 15(d) of the Exchange
Act.
Any statement, including financial statements, contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
The Company’s Exchange Act file number with the SEC is
001-13881.
Item 4. Description of
Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
Not applicable.
Item 6. Indemnification of Directors and
Officers.
Articles Eleventh and Sixteenth of the Company’s Restated
Certificate of Incorporation (the “Certificate”) and Section 7.7 of
the Company Amended and Restated Bylaws limit the personal
liability of directors to the Company or its shareholders for
monetary damages for breach of fiduciary duty. These provisions of
the Company Certificate and Bylaws are collectively referred to
herein as the “Director Liability and Indemnification
Provisions.”
The Director Liability and Indemnification Provisions define and
clarify the rights of individuals, including Company directors and
officers, to indemnification by the Company in the event of
personal liability or expenses incurred by them as a result of
litigation against them. These provisions are consistent with
Section 102(b)(7) of the Delaware General Corporation Law (the
“DGCL”), which is designed, among other things, to encourage
qualified individuals to serve as directors of Delaware
corporations by permitting Delaware corporations to include in
their certificates of incorporation a provision limiting or
eliminating directors’ liability for monetary damages and with
other existing DGCL provisions permitting indemnification of
certain individuals, including directors and officers. The
limitations of liability in the Director Liability and
Indemnification Provisions may not affect claims arising under the
federal securities laws.
In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and
act in what they reasonably determine in good faith, after
appropriate consideration, to be the best interests of the
corporation and its shareholders. Decisions made on that basis are
protected by the so-called “business judgment rule.” The business
judgment rule is designed to protect directors from personal
liability to the corporation or its shareholders when business
decisions are subsequently challenged. However, the expense of
defending lawsuits, the frequency with which unwarranted litigation
is brought against directors and the inevitable uncertainties with
respect to the outcome of applying the business judgment rule to
particular facts and circumstances mean that, as a practical
matter, directors and officers of a corporation rely on indemnity
from, and insurance procured by, the corporation they serve, as a
financial backstop in the event of such expenses or unforeseen
liability. The Delaware legislature has recognized that adequate
insurance and indemnity provisions are often a condition of an
individual’s willingness to serve as director of a Delaware
corporation. The DGCL has for some time specifically permitted
corporations to provide indemnity and procure insurance for its
directors and officers.
This description of the Director Liability and Indemnification
Provisions is intended as a summary only and is qualified in its
entirety by reference to the Company Certificate and the Company
Bylaws, each of which has been filed with the SEC and is included
as an exhibit to this Registration Statement.
Item 7. Description of
Securities.
Not applicable.
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Item 8. |
Exhibits. |
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Exhibit No. |
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Description |
Incorporation by Reference (where a report is indicated below that
document previously has been filed with the SEC and the applicable
exhibit is incorporated by reference thereto) |
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4.1 |
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Restated Certificate of Incorporation of the Company. |
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4.2 |
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Amended and Restated Bylaws of the Company. |
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5.1 |
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Treasury Department (Puerto Rico) letter dated July 28, 2020
relating to the Puerto Rico Plan. |
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5.2 |
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Treasury Department (Puerto Rico) letter dated October 28, 2014
relating to the Stellaris Plan. |
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23.1 |
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Consent of Ernst & Young LLP. |
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24 |
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Powers of Attorney (included on signature page). |
Filed with this report. |
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Item 9. Undertakings.
1. The undersigned registrants hereby undertake:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the
effective Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs
(1)(a)(i) and (1)(a)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in reports filed or furnished to the SEC by the
registrants pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
and
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned registrants hereby undertake that, for purposes
of determining any liability under the Securities Act, each filing
of such registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing
provisions, or otherwise, the registrants have been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants
of expenses incurred or paid by a director, officer or controlling
person of such registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
[SIGNATURES ON THE NEXT PAGE]
SIGNATURES
The Registrant.
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 County of
Montgomery, State of Maryland, on November 6, 2020.
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MARRIOTT INTERNATIONAL, INC. |
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By: |
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/s/ Andrew P.C. Wright |
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Andrew P.C. Wright
Vice President and Senior Counsel and Corporate
Secretary
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The Puerto Rico Plan.
Pursuant to the requirements of the Securities Act of 1933, the
Puerto Rico Plan 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
County of Montgomery, State of Maryland, on November 6,
2020.
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MARRIOTT INTERNATIONAL, INC. PUERTO RICO RETIREMENT
PLAN |
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By: |
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/s/ Thaddeus J. Shepherd |
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Thaddeus J. Shepherd
Marriott International, Inc. Puerto Rico Retirement
Plan
Member, Retirement Committee
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The Stellaris Plan.
Pursuant to the requirements of the Securities Act of 1933, the
Stellaris Plan 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 County
of Montgomery, State of Maryland, on November 6, 2020.
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SAN JUAN MARRIOTT RESORT & STELLARIS CASINO EMPLOYEE RETIREMENT
PLAN |
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By: |
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/s/ Michelle Torres |
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Michelle Torres
San Juan Marriott Resort & Stellaris Casino Employee Retirement
Plan
Plan Administrator
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Power of Attorney.
Each person whose signature appears below constitutes and appoints
Rena Hozore Reiss and Andrew P.C. Wright as his or her true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign any or all further
amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, 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.ursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated below.
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Signature |
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Title |
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Date |
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/s/ Arne M. Sorenson
Arne M. Sorenson
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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November 6, 2020 |
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/s/ Kathleen K. Oberg
Kathleen K. Oberg
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Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
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November 6, 2020 |
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/s/ Felitia Lee
Felitia Lee
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Controller and Chief Accounting Officer
(Principal Accounting Officer)
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November 6, 2020 |
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/s/ J.W. Marriott, Jr.
J.W. Marriott, Jr.
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Chairman of the Board |
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November 6, 2020 |
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/s/ Deborah Marriott Harrison
Deborah Marriott Harrison
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Director |
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November 6, 2020 |
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/s/ Frederick A. Henderson
Frederick A. Henderson
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Director |
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November 6, 2020 |
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/s/ Eric Hippeau
Eric Hippeau
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Director |
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November 6, 2020 |
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/s/ Lawrence W. Kellner
Lawrence W. Kellner
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Director |
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November 6, 2020 |
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/s/ Debra L. Lee
Debra L. Lee
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Director |
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November 6, 2020 |
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/s/ Aylwin B. Lewis
Aylwin B. Lewis
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Director |
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November 6, 2020 |
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/s/ Margaret M. McCarthy
Margaret M. McCarthy
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Director |
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November 6, 2020 |
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/s/ George Muñoz
George Muñoz
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Director |
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November 6, 2020 |
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/s/ Susan C. Schwab
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Director
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November 6, 2020
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Susan C. Schwab
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