Transaction Details

Footnotes

This Form 4 is filed jointly by Impactive Capital LP ("Impactive Capital"), Impactive Capital LLC ("Impactive GP"), Christian Asmar and Lauren Taylor Wolfe (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of her, his or its pecuniary interest therein. | The securities of Marriott Vacations Worldwide Corporation (the "Issuer") reported herein are held directly by certain funds and/or accounts (the "Impactive Funds"). Pursuant to an Investment Management Agreement, the Impactive Funds have delegated all voting and investment power over the securities directly held by the Impactive Funds and their general partners to Impactive Capital, which serves as the investment manager of the Impactive Funds. Impactive GP, as the general partner of Impactive Capital, and each of Mr. Asmar and Ms. Taylor Wolfe, as Managing Members of Impactive GP, may be deemed to exercise voting and investment power over such securities. The Impactive Funds specifically disclaim beneficial ownership of such securities by virtue of their inability to vote or dispose of such securities as a result of such delegation to Impactive Capital. | Shares issued under the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan pursuant to the deferral by Mr. Asmar of fees payable for service as a member of the Board of Directors of the Issuer (the "Board"). Fully vested at the date of grant and payable in common stock as specified by Mr. Asmar at the time of the deferral election. | Because Mr. Asmar serves on the Board as a representative of Impactive Capital and its affiliates, Impactive Capital is entitled to receive the direct economic interest in securities granted to Mr. Asmar by the Issuer in respect of Mr. Asmar's Board position. Mr. Asmar disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Asmar had any economic interest in such securities except any indirect economic interest through Impactive Capital and its affiliates.