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  4. [8-K] CHOICE HOTELS INTERNATIONAL INC /DE Reports Material Event

New Choice Hotels (NYSE: CHH) CEO steps in with seven-figure pay

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8-K

Rhea-AI Filing Summary

CHOICE HOTELS INTERNATIONAL, INC. (CHH) announced that its Board appointed Dominic E. Dragisich as President and Chief Executive Officer and as a director, effective August 31, 2026, for a term expiring at the 2027 Annual Meeting of Shareholders. He has served as Interim CEO since May 20, 2026 and previously held senior roles including Chief Financial Officer, Executive Vice President, Operations and Chief Global Brand Officer, and Chief Growth & Strategy Officer. In connection with this appointment, former President and CEO Patrick S. Pacious resigned from the Board effective August 31, 2026, coinciding with the end of his transitional advisory role. Dragisich’s CEO compensation package includes a $1,000,000 base salary, a short-term incentive target of 150% of base salary, at least $4,000,000 target 2027 long‑term equity award value, acceleration of a $500,000 cash bonus, and a one-time $1,000,000 restricted stock unit grant that cliff vests on the third anniversary of grant, along with an amended non‑competition, non‑solicitation and severance benefit agreement effective August 31, 2026.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual base salary $1,000,000 Base salary for Dominic E. Dragisich as President and CEO
Short-term incentive target 150% of annual base salary Target incentive opportunity under the short-term incentive plan
2027 long-term incentive target value at least $4,000,000 Minimum target annual equity grant award value for 2027 under the long-term incentive program
Accelerated cash bonus $500,000 Previously approved bonus accelerated from after December 31, 2026
One-time RSU grant value $1,000,000 Restricted stock units cliff vesting on the third anniversary of grant, subject to continuous employment
Effective date of CEO appointment August 31, 2026 Date Dragisich becomes President and CEO and a director
Hotels in portfolio over 7,500 hotels Company description: hotels across 49 countries and territories
Rooms in portfolio more than 650,000 rooms Company description: rooms across 49 countries and territories
restricted stock units financial
"a one-time equity award with a grant date value equal to $1,000,000 in the form of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
long-term incentive program financial
"annual equity grant award value under the Company’s long-term incentive program for 2027"
A long-term incentive program is a company plan that pays executives or employees rewards—often stock, options, or cash—only if the business hits performance goals over several years. It matters to investors because these payouts align managers’ interests with shareholders, encouraging decisions that boost sustained growth and share value rather than short-term gains; think of it as a multi-year bonus tied to measurable company outcomes.
Non-Competition, Non-Solicitation & Severance Benefit Agreement regulatory
"entered into an Amended and Restated Non-Competition, Non-Solicitation & Severance Benefit Agreement"
forward-looking statements regulatory
"Information set forth herein includes “forward-looking statements.”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
lodging franchisors financial
"one of the world’s largest lodging franchisors"

FAQ

What leadership change did CHH announce on August 31, 2026?
Choice Hotels (CHH) appointed Dominic E. Dragisich as President and CEO and to its Board, effective August 31, 2026. He had been Interim CEO since May 20, 2026, and succeeds former President and CEO Patrick S. Pacious, who resigned from the Board as his advisory role ended.

What is Dominic Dragisich’s compensation as CEO of CHH?
His package includes a $1,000,000 base salary, a 150% of salary target short‑term incentive, at least $4,000,000 target 2027 long‑term equity award value, acceleration of a $500,000 cash bonus, and a one‑time $1,000,000 RSU grant that vests after three years.

When does Dominic Dragisich’s term as CHH director expire?
His director term expires at the 2027 Annual Meeting of Shareholders. He joins the Board effective August 31, 2026, concurrently with his appointment as President and Chief Executive Officer.

What happened to former CHH CEO Patrick S. Pacious?
Patrick S. Pacious resigned from the Choice Hotels Board effective August 31, 2026. His resignation coincides with the expiration of his pre‑arranged transitional role as an advisor to the company.

Did CHH modify Dominic Dragisich’s employment agreements?
Yes. Choice Hotels and Dragisich entered into an Amended and Restated Non‑Competition, Non‑Solicitation & Severance Benefit Agreement effective August 31, 2026. It replaces a prior agreement and the full terms are provided in Exhibit 10.1.

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CHOICE HOTELS INTERNATIONAL INC /DE false 0001046311 0001046311 2026-08-30 2026-08-30
 
 

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): August 30, 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)		   (I.R.S. Employer
Identification Number)

 

915 Meeting Street  
Suite 600  
North Bethesda, Maryland   20852
(Address of principal executive office)   (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

  

Trading
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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 30, 2026, the Board of Directors (the “Board”) of Choice Hotels International, Inc. (the “Company”) appointed Dominic E. Dragisich, the Company’s Interim Chief Executive Officer (“CEO”), as the Company’s President and CEO, effective August 31, 2026, and appointed Mr. Dragisich as a director, effective August 31, 2026, for a term expiring at the 2027 Annual Meeting of Shareholders. In addition, and in connection with the pending appointment of Mr. Dragisich as the Company’s President and CEO and as a director, on August 30, 2026, Patrick S. Pacious, former President and CEO, notified the Company of his resignation from the Board, effective August 31, 2026, which resignation also coincides with the expiration of Mr. Pacious’ pre-arranged transitional role as an advisor to the Company.

Mr. Dragisich, age 44, has served as the Company’s Interim CEO since May 20, 2026. Previously, Mr. Dragisich served as the Company’s Chief Growth & Strategy Officer from March 2026 to May 2026, Executive Vice President, Operations and Chief Global Brand Officer from September 2023 to March 2026, and Chief Financial Officer from March 2017 to September 2023. Prior to joining the Company, he was employed by XO Communications as Chief Financial Officer from July 2015 to February 2017 and Vice President, Financial Planning and Analysis and Strategic Finance from September 2014 to July 2015. Before that, he held several management positions at Marriott International, NII Holdings, Inc., and Deloitte from 2004 to 2014.

Mr. Dragisich has no family relationships with any director or executive officer of the Company. There are no arrangements or understandings between Mr. Dragisich and any other person pursuant to which Mr. Dragisich was selected as the President and CEO, and there are no transactions involving Mr. Dragisich that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment as President and CEO, Mr. Dragisich’s compensation will consist of: (i) an annual base salary of $1,000,000, (ii) a target incentive opportunity under the Company’s short-term incentive plan of 150% of annual base salary, (iii) a minimum target incentive opportunity for an annual equity grant award value under the Company’s long-term incentive program for 2027 of at least $4,000,000, subject to applicable program terms and conditions, (iv) acceleration of Mr. Dragisich’s previously approved $500,000 cash bonus originally scheduled to be paid after December 31, 2026, and (v) a one-time equity award with a grant date value equal to $1,000,000 in the form of restricted stock units that cliff vest (subject to continuous employment through the date of such vesting) on the third anniversary of the grant date. Mr. Dragisich will remain eligible to participate in the Company’s other benefit and retirement programs.

In connection with the appointment of Mr. Dragisich as President and CEO, the Company and Mr. Dragisich entered into an Amended and Restated Non-Competition, Non-Solicitation & Severance Benefit Agreement (the “SBA”), effective August 31, 2026. The SBA amends and restates the prior Non-Competition, Non-Solicitation and Severance Benefit Agreement between the Company and Mr. Dragisich, dated March 6, 2017, as amended on December 31, 2025, by, among other things:

 

  ●  

clarifying the definitions of certain defined terms, including “Change in Control,” “Confidential Information,” “Good Reason,” and “Severance Benefit Period”;

 

  ●  

extending the non-competition and non-solicitation periods from 70 weeks to two years;

 

  ●  

updating the structure and terms of the severance benefits payable to Mr. Dragisich, including providing for a lump sum severance payment equal to 200% of base salary and bonus opportunity, providing for eligibility to receive any earned but unpaid annual bonus for any fiscal year prior to the fiscal year in which a termination occurs based on actual Company performance and assuming 100% achievement of his management objectives, and conforming the duration of the severance benefit periods;

 

  ●  

revising the terms on which the Company will provide continued health care contributions following termination of employment;

 

  ●  

increasing the severance payments in the event of a Change in Control Termination (as defined in the SBA) from 200% to 250%;

  ●  

adding a “best after-tax” provision addressing the potential application of Sections 280G and 4999 of the Internal Revenue Code (the “Code”);

 

  ●  

clarifying that all amounts payable under the SBA are subject to all applicable tax withholding;

 

  ●  

clarifying that all parties to the agreement knowingly and voluntarily waive their rights to a jury trial;

 

  ●  

clarifying that the SBA does not restrict Mr. Dragisich’s rights to communicate with government agencies or participate in investigations, affirming his rights under the National Labor Relations Act and providing notice under the Defend Trade Secrets Act regarding protected disclosures of trade secrets in certain contexts;

 

  ●  

adding a more detailed provision addressing matters under Section 409A of the Code; and

 

  ●  

making certain other conforming and administrative clarifications.

The foregoing description of the SBA does not purport to be complete and is qualified in its entirety by reference to the SBA, which is filed as Exhibit 10.1 hereto.

A copy of the press release regarding this announcement is furnished as Exhibit 99.1 hereto.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit 10.1    Amended and Restated Non-Competition, Non-Solicitation & Severance Benefit Agreement, dated August 31, 2026, between Choice Hotels International, Inc. and Dominic E. Dragisich
Exhibit 99.1    Press Release of the Company, dated August 31, 2026
Exhibit 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: August 31, 2026    

/s/ Jeffrey W. Lobb

      Jeffrey W. Lobb
      Senior Vice President, General Counsel & Secretary

Exhibit 99.1

Choice Hotels International Appoints Dominic Dragisich as President & Chief Executive Officer

Dragisich Has Served as Interim Chief Executive Officer Since May 2026

Dragisich is a Proven Leader with Over 20 Years of Industry, Financial, and Operational Experience

NORTH BETHESDA, Md., August 31, 2026 — Choice Hotels International, Inc. (“Choice Hotels” or “the Company”) (NYSE: CHH), one of the world’s largest lodging franchisors, today announced that its Board of Directors has appointed Dominic Dragisich as President and Chief Executive Officer and to the Board of Directors, effective August 31, 2026. Dragisich has served as Interim Chief Executive Officer since May 20, 2026.

“Dom has been a proven, exceptional leader for nearly a decade at Choice Hotels. Since stepping into the role of Interim CEO, Dom has advanced strategic priorities and fostered a performance-driven culture across the company. He brings an innovative mindset, a deep appreciation for attracting and developing great talent, and a clear vision for the future of the business,” said Stewart Bainum Jr., Chairman of the Board of Directors for Choice Hotels International.

Bainum added, “The Board conducted a comprehensive search and evaluated a strong slate of internal and external candidates. Through that process, we concluded that Dom is the right leader to build on Choice Hotels’ recent momentum, execute our strategy, and drive long-term value for our franchisees and shareholders. We look forward to partnering with Dom and are confident in his ability to position Choice Hotels for success.”

In his nearly 10 years with Choice Hotels, Dragisich has held roles of increasing responsibility across the company, including Chief Financial Officer, Executive Vice President of Operations and Chief Global Brand Officer, and Chief Growth and Strategy Officer. He has played a pivotal role in the Company’s growth, helping lead major acquisitions and advancing key strategic initiatives that have expanded the Company’s portfolio, reinforced its competitive position, and created long-term value for franchisees and shareholders. Prior to joining Choice Hotels, Dragisich served as Chief Financial Officer at XO Communications, where he successfully returned the company to top-line growth and increased profitability. Earlier in his career, Dragisich held senior finance and operational positions at Marriott International, NII Holdings, and Deloitte Consulting.

“I am honored by the Board’s confidence and grateful for the opportunity to continue leading Choice Hotels,” said Dragisich. “With a talented team, a higher-quality portfolio, a more accretive and diverse pipeline, and significant opportunities ahead, we are entering this next chapter from a position of strength. We remain focused on disciplined execution, accelerating growth, and strengthening our brands capitalizing on our commercial investments. I am excited to continue advancing our strategy and helping our franchisees succeed while delivering exceptional experiences for our guests.”

About Choice Hotels®

Choice Hotels International, Inc. (NYSE: CHH), is one of the largest lodging franchisors in the world, with over 7,500 hotels, representing more than 650,000 rooms, in 49 countries and territories. A wide-ranging portfolio of 22 brands that includes full-service upper upscale, midscale, extended stay, and economy properties enables Choice® to meet travelers’ needs in more places and for more occasions while driving more value for franchise owners and shareholders. The award-winning Choice Privileges® rewards program and co-brand credit card options provide members with a fast and easy way to earn reward nights and personalized perks. For more information, visit www.choicehotels.com.

Forward-looking Statements

Information set forth herein includes “forward-looking statements.” Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “expect,” “estimate,” “believe,” “anticipate,” “should,” “will,” “forecast,” “plan,” “project,” “assume,” or similar words of futurity. All statements other than historical facts are forward-looking statements. These forward-looking

statements are based on management’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to management. Such statements may relate to Choice’s financial outlook, leadership transition process, strategic plans and priorities, value creation, portfolio quality, brand strength, franchisee performance, guest experience, growth rate and plans related thereto, among other matters. We caution you not to place undue reliance on any such forward-looking statements. Forward-looking statements do not guarantee future performance and involve known and unknown risks, uncertainties, and other factors.

Several factors could cause our actual results, performance or achievements to differ materially from those expressed in or contemplated by the forward-looking statements. Such risks include, but are not limited to, changes to general, U.S. and foreign economic conditions, including access to liquidity and capital; changes in consumer demand and confidence, including consumer discretionary spending and the demand for travel, transient and group business; the timing and amount of future dividends and share repurchases; future U.S. or global outbreaks of epidemics, pandemics or contagious diseases or fear of such outbreaks, and the related impact on the global hospitality industry, particularly but not exclusively the U.S. travel market; changes in law and regulation applicable to the travel, lodging or franchising industries, including with respect to the status of our relationship with employees of our franchisees; the potential impact of changes in laws and regulations generally, or the interpretation thereof, including, without limitation, those relating to taxes, wages, labor and immigration; foreign currency fluctuations; changes in global interest rates and rate differentials; variability and unpredictability in trade relations, sanctions, tariffs or other trade controls; governmental action or inaction relating to the federal budget, including funding lapses and government shutdowns; impairments or declines in the value of our assets; our assumptions underlying our critical accounting estimates; operating risks common in the travel, lodging or franchising industries; changes to the desirability of our brands as viewed by hotel operators and customers; changes to the terms or termination of our contracts with franchisees and our relationships with our franchisees; our ability to keep pace with improvements in technology utilized for our marketing and reservation systems and other operating systems; our ability to grow our franchise system; exposure to risks related to our hotel development, financing, franchise agreement acquisition costs and ownership activities; exposures to risks associated with our investments in new businesses; fluctuations in the supply and demand for hotel rooms; our ability to realize anticipated benefits from acquired businesses; impairments or losses relating to acquired businesses; the level of acceptance of alternative growth strategies we may implement; the impact of inflation; information technology, cyber security and data breach risks; introduction and integration of artificial intelligence technologies; climate change; our sustainability strategy; ownership and financing activities; hotel closures or financial difficulties of our franchisees; operating risks associated with our international operations; political instability, geopolitical conflicts and terrorism; labor shortages; the outcome of litigation; and our ability to effectively manage our indebtedness and secure our indebtedness.

These and other risk factors are discussed in detail in the Company’s filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact

Allie Summers, Senior Director, Investor Relations

IR@choicehotels.com

Media Contacts

Dana Stambaugh, Senior Director, Strategic Communications and PR

MediaRelations@choicehotels.com

Edelman Smithfield

CHH@edelmansmithfield.com

Source: View Original Filing on SEC EDGAR

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