Choice Hotels (NYSE: CHH) shareholders back larger board and all 2026 proposals

Rhea-AI Filing Summary

Choice Hotels International, Inc. held its 2026 Annual Meeting of Shareholders, where investors approved expanding the Board size range in the Certificate of Incorporation from three–twelve directors to five–fifteen and aligned the bylaws with this change, effective May 21, 2026.

Shareholders elected eleven directors to one-year terms ending at the 2027 Annual Meeting, with most nominees receiving over 38 million votes in favor. They also approved, on an advisory basis, executive compensation for named executive officers and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size range: 5–15 directors Proposal 3 votes for: 43,081,767 votes Proposal 2 votes for: 36,213,116 votes +3 more

6 metrics

Board size range 5–15 directors New range approved in Certificate of Incorporation amendment

Proposal 3 votes for 43,081,767 votes Board size amendment approval

Proposal 2 votes for 36,213,116 votes Advisory vote on executive compensation

Auditor ratification votes for 43,375,425 votes Ratification of Ernst & Young LLP for 2026

Director nominee high support 39,109,123 votes Votes for Maureen D. Sullivan

Broker non-votes on director slate 4,181,008 votes Broker non-votes across director elections

Key Terms

Certificate of Incorporation, Amended Bylaws, broker non-votes, advisory vote on executive compensation, +1 more

5 terms

Certificate of Incorporation regulatory

"shareholders voted … to approve an amendment … to the Company’s Certificate of Incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Amended Bylaws regulatory

"the Board … approved an amendment and restatement … as so amended and restated, the “Amended Bylaws”"

broker non-votes financial

"Votes For … Votes Against … Votes Abstained … Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote on executive compensation financial

"shareholders approved an advisory vote on executive compensation of the Company’s named executive officers"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

CHOICE HOTELS INTERNATIONAL INC /DE false 0001046311 --12-31 0001046311 2026-05-21 2026-05-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 21, 2026

CHOICE HOTELS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-13393		52-1209792
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)
915 Meeting Street
Suite 600
North Bethesda, Maryland				20852
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (301) 592-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Ticker Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, Par Value $0.01 per share		CHH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Incorporation

On May 21, 2026, Choice Hotels International, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended and restated on October 15, 1997, as further amended on April 30, 2013 and further amended on May 16, 2024 (the “Certificate of Incorporation”), to increase the size of the Board from a range of three to twelve directors to a new range of five to fifteen directors, as further described in “Proposal No. 3-Approval of an Amendment to the Certificate of Incorporation Increasing the Board Size Range” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”).

Following approval by the shareholders of the Amendment at the Annual Meeting, on May 21, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to give effect to the Amendment.

The foregoing summary description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Third Amended and Restated Bylaws

On May 20, 2026, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Second Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), effective as of 5 p.m. on May 21, 2026. The Amended Bylaws update the size of the Board to a range of five to fifteen directors.

The foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws filed as Exhibit 3.2 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 2027 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 Non-Votes
Brian B. Bainum			38,948,020				313,213				7,156				4,181,008
Stewart W. Bainum, Jr.			38,918,410				342,223				7,672				4,181,008
William L. Jews			38,730,464				530,805				7,120				4,181,008
Monte J. M. Koch			31,636,833				7,610,899				20,657				4,181,008
Liza K. Landsman			39,000,610				257,660				10,119				4,181,008
Patrick S. Pacious			39,007,390				253,059				7,940				4,181,008
Ervin R. Shames			30,559,622				8,687,510				21,257				4,181,008
Gordon A. Smith			31,686,831				7,560,908				20,650				4,181,008
Maureen D. Sullivan			39,109,123				150,855				8,411				4,181,008
John P. Tague			38,651,604				607,970				8,815				4,181,008
Donna F. Vieira			31,666,069				7,581,852				20,468				4,181,008

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 Against		Votes Abstained		Broker Non-Votes
36,213,116		3,011,948		43,325		4,181,008

Proposal 3

The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the Board size range from three to twelve to five to fifteen. The voting results are set forth below:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
43,081,767		309,513		58,117		0

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, 2026. The voting results are set forth below:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
43,375,425		68,184		5,788		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1		Amendment to the Certificate of Incorporation of Choice Hotels International, Inc., dated May 21, 2026
3.2		Third Amended and Restated Bylaws of Choice Hotels International, Inc., dated May 21, 2026
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 21, 2026						/s/ Jeffrey W. Lobb
						Jeffrey W. Lobb
						Senior Vice President, General Counsel & Secretary

FAQ

What governance changes did Choice Hotels (CHH) approve at the 2026 Annual Meeting?

Shareholders approved an amendment to the Certificate of Incorporation increasing the Board size range from three–twelve directors to five–fifteen. The Board also adopted Amended Bylaws effective May 21, 2026, updating the Board size range to match this new authorization.

How did Choice Hotels (CHH) shareholders vote on the board size amendment?

The amendment to increase the Board size range received 43,081,767 votes for, 309,513 votes against, and 58,117 abstentions, with no broker non-votes. This strong support cleared the way to expand the potential number of directors to as many as fifteen.

Which directors were elected at Choice Hotels’ 2026 Annual Meeting?

Shareholders elected eleven directors, including Brian B. Bainum, Stewart W. Bainum, Jr., Patrick S. Pacious, and others, each for a one-year term ending at the 2027 Annual Meeting. Most nominees received over 38 million votes in favor, with several facing relatively low opposition.

What was the result of Choice Hotels’ advisory vote on executive compensation?

Shareholders approved the advisory vote on executive compensation with 36,213,116 votes for, 3,011,948 votes against, and 43,325 abstentions, plus 4,181,008 broker non-votes. This reflects majority support for the compensation of the company’s named executive officers as presented.

Who is Choice Hotels’ independent auditor for the year ending December 31, 2026?

Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 43,375,425 votes for, 68,184 votes against, and 5,788 abstentions. There were no broker non-votes on this auditor ratification proposal.

Did any Choice Hotels (CHH) proposal at the 2026 Annual Meeting fail to pass?

All four proposals passed: election of eleven directors, advisory approval of executive compensation, the amendment increasing the Board size range to five–fifteen, and ratification of Ernst & Young LLP as auditor. Each proposal received substantially more votes for than against.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 5.1 KB
• EX-3.2 EX-3.2 127.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB