UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, at Choice Hotels International, Inc.’s (the “Company”) 2025 Annual Meeting of Shareholders (the “Annual Meeting”), the Company’s shareholders approved the Choice Hotels International, Inc. 2025 Long-Term Incentive Plan (the “2025 LTIP”). On February 27, 2025, the Board of Directors of the Company (the “Board”) adopted the 2025 LTIP, subject to shareholder approval at the Annual Meeting. The effective date of the 2025 LTIP is May 15, 2025.
The 2025 LTIP will be administered by the Compensation Committee of the Board, which is comprised of independent directors. The 2025 LTIP provides for grants of stock options, stock awards, stock appreciation rights and stock units to employees, officers and directors.
Subject to adjustment, the number of shares of common stock that may be issued under the 2025 LTIP is the sum of (i) 1,000,000 shares, (ii) any shares remaining available for future grant under the Choice Hotels International, Inc. 2017 Long-Term Incentive Plan (the “2017 LTIP”) as of April 21, 2025, and (iii) the number of shares related to awards outstanding under the 2017 LTIP as of April 21, 2025 that thereafter terminate by expiration or forfeiture, cancellation or otherwise without the issuance of such shares.
Additional details of the 2025 LTIP are included in the proxy statement for the Annual Meeting (the “Proxy Statement”) under the heading “Proposal No. 3—Approval of the Company’s 2025 Long-Term Incentive Plan.” The foregoing description of the 2025 LTIP and the summary of the 2025 LTIP contained in the Proxy Statement are qualified in their entirety by reference to the full text of the 2025 LTIP filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, four proposals were submitted to the Company’s shareholders. The final voting results of these proposals were as follows:
Proposal 1
The Company’s shareholders elected the following eleven directors to hold office for a term of one year ending at the 2026 Annual Meeting of Shareholders or until their respective successors are elected and qualified. The voting results are set forth below:
| Votes For | Votes Against |
Votes Abstained |
Broker | |||||
| Brian B. Bainum |
42,032,742 | 494,460 | 38,456 | 2,030,899 | ||||
| Stewart W. Bainum, Jr. |
41,999,065 | 543,421 | 23,172 | 2,030,899 | ||||
| William L. Jews |
42,001,710 | 547,566 | 16,382 | 2,030,899 | ||||
| Monte J. M. Koch |
42,033,844 | 517,738 | 14,076 | 2,030,899 | ||||
| Liza K. Landsman |
42,318,954 | 231,543 | 15,161 | 2,030,899 | ||||
| Patrick S. Pacious |
42,113,998 | 437,731 | 13,929 | 2,030,899 | ||||
| Ervin R. Shames |
41,003,948 | 1,547,645 | 14,065 | 2,030,899 | ||||
| Gordon A. Smith |
41,702,683 | 848,328 | 14,647 | 2,030,899 | ||||
| Maureen D. Sullivan |
42,157,230 | 394,683 | 13,745 | 2,030,899 | ||||
| John P. Tague |
41,894,913 | 656,813 | 13,932 | 2,030,899 | ||||
| Donna F. Vieira |
42,380,535 | 171,645 | 13,478 | 2,030,899 |
Proposal 2
The Company’s shareholders approved an advisory vote on executive compensation of the Company’s named executive officers. The voting results are set forth below:
| Votes For |
Votes |
Votes |
Broker | |||
| 40,256,285 | 2,240,287 | 69,086 | 2,030,899 |
Proposal 3
The Company’s shareholders approved the 2025 LTIP. The voting results are set forth below:
| Votes For |
Votes |
Votes |
Broker | |||
| 41,945,621 | 576,363 | 43,674 | 2,030,899 |
Proposal 4
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results are set forth below:
| Votes For |
Votes |
Votes |
Broker | |||
| 44,481,967 | 94,646 | 19,944 | 0 |
Proposal 5
The Company’s shareholders approved a shareholder proposal requesting the Company consider a simple majority vote requirement in the Company’s organizational documents. The voting results are set forth below:
| Votes For |
Votes |
Votes |
Broker | |||
| 41,192,276 | 1,324,256 | 49,126 | 2,030,899 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Choice Hotels International, Inc. 2025 Long-Term Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 15, 2025 | /s/ Simone Wu | |||||
| Simone Wu | ||||||
| Senior Vice President, General Counsel, Corporate Secretary & External Affairs |