S-8

As filed with the Securities and Exchange Commission on March 2, 2018

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Choice Hotels International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-1209792
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1 Choice Hotels Circle, Suite 400, Rockville, Maryland	20850
(Address of principal executive offices)	(Zip code)

Choice Hotels International, Inc.

Non-Employee Director Deferred Compensation Stock Purchase Plan

(Full title of the plan)

Simone Wu

Senior Vice President, General Counsel,

Corporate Secretary & External Affairs

Choice Hotels International, Inc.

1 Choice Hotels Circle, Suite 400

Rockville, Maryland 20850

(Name and address of agent for service)

(301) 592-5000

(Telephone number, including area code, of agent for service)

Copies to:

John B. Beckman

C. Alex Bahn

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, D.C. 20004-1109

(202) 637-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Maximum Proposed Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, par value $0.01 per share	80,000	$82.37	$6,589,600	$821

(1) Pursuant to Rule 416(a) of the Securities Act of 1933 (the “Securities Act”), as amended, this registration statement also covers an indeterminate number of additional shares of common stock that may become issuable under the plan referenced above by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act, as amended, and based upon the average of the high and low sales prices of the registrant’s common stock as reported on the New York Stock Exchange on February 26, 2018.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Choice Hotels International, Inc., a Delaware corporation (the “Company” or “Registrant”), relating to 80,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), to be issued under the Choice Hotels International, Inc. Non-Employee Director Deferred Compensation Stock Purchase Plan (the “Non-Employee Director Deferred Compensation Plan”).

PART I

INFORMATION REQUIRED UNDER THE SECTION 10(a) PROSPECTUS

The documents containing the information required in Part I of this Registration Statement will be sent or given to the persons participating in the Non-Employee Director Deferred Compensation Plan, as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (“Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated as of their respective dates in this Registration Statement by reference:

1. The Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed by the Company on March 1, 2018;

2. The Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017;

3. The Current Reports on Form 8-K filed by the Company on March 3, 2017, April 24, 2017, July 13, 2017, August 10, 2017, August 14, 2017, September 18, 2017, December 18, 2017 and February 1, 2018; and

4. The description of the Company’s Common Stock included in the Registration Statement on Form 10-12B filed September 19, 1997 and all amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Unless specifically stated to the contrary, none of the information that the Company discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K or 8-K/A that the Company may from time to time furnish to the SEC or any other document or information deemed to have been furnished and not filed with the SEC will be incorporated by reference into, or otherwise included in, this registration statement.

Any statement 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 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.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Set forth below is a description of certain provisions of the restated certificate of incorporation of the Company, as amended (the “Restated Certificate of Incorporation”), and the amended and restated bylaws of the Company, as amended (the “Bylaws”), and the Delaware General Corporation Law (“DGCL”), as such provisions relate to the indemnification of the directors and officers of the Company. This description is intended only as a summary and is qualified in its entirety by reference to the Restated Certificate of Incorporation, the Bylaws and the DGCL.

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) enables a corporation to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of the director’s fiduciary duty, except:

• for any breach of the director’s duty of loyalty to the corporation or its stockholders;

• for any breach of the director’s duty of loyalty to the corporation or its stockholders;

• pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or

• for any transaction from which the director derived an improper personal benefit.

In accordance with Section 102(b)(7) of the DGCL, the Restated Certificate of Incorporation of the Company includes provisions eliminating, to the fullest extent permitted by the DGCL, the liability of its directors to the Company or its stockholders for monetary damages for breach of fiduciary duties as directors.

Section 145(a) of the DGCL empowers a corporation to indemnify any present or former director, officer, employee or agent of the corporation, or any individual serving at the corporation’s request as a director, officer, employee or agent of another organization, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director, officer, employee or agent had no reasonable cause to believe his or her conduct was unlawful.

The DGCL provides that the indemnification described above shall not be deemed exclusive of any other indemnification that may be granted by a corporation pursuant to its bylaws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise.

The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above

In accordance with Section 145(a) of the DGCL, the Bylaws of the Company provide that any person who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding or investigation, whether civil, criminal or administrative, and whether external or internal to the Company (other than a judicial action or suit brought by or in the right of the Company) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or that, being or having been such a director, officer, employee or agent, he or she is or was serving at the request of the Company as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereafter as an “Agent”), shall be indemnified and held harmless against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, or any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. Expenses incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding or investigation or any appeal therein shall be paid by the Company in advance of the final disposition of such matter, if the Agent shall undertake to repay such amount in the event that it is ultimately determined, as provided herein, that such person is not entitled to indemnification

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent against any liability asserted against him and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of the Bylaws. The Company has purchased and maintains insurance under which the directors, officers, employees and agents of the Company are insured against loss arising from claims made against any of them due to wrongful acts while acting in their individual and collective capacities as such, subject to certain exclusions.

Item 7. Exemptions from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
5.1	Opinion of Hogan Lovells US LLP regarding the validity of the shares of common stock registered hereby
10.1	Choice Hotels International, Inc. Non-Employee Director Deferred Compensation Stock Purchase Plan
23.1	Consent of Ernst & Young LLP
23.2	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page hereto)

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) 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 the 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) 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.

(3) 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.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the 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 this 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.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, 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 for the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the 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 registrant 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

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Rockville, State of Maryland, on the 2nd day of March, 2018.

Choice Hotels International, Inc.
By:	/s/ Patrick S. Pacious
Name:	Patrick S. Pacious
Title:	President & Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick Pacious, Simone Wu and Dominic Dragisich as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities, to sign any and all amendments or post-effective amendments to this registration statement, and to file the same, with all exhibits thereto and any other documents in connection therewith with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Stewart W. Bainum, Jr.	Chairman	March 2, 2018
Stewart W. Bainum, Jr.
/s/ Patrick S. Pacious	President, Chief Executive Officer and Director	March 2, 2018
Patrick S. Pacious	(Principal Executive Officer)
/s/ Dominic E. Dragisich	Chief Financial Officer	March 2, 2018
Dominic E. Dragisich	(Principal Financial Officer)
/s/ Scott E. Oaksmith	Senior Vice President, Finance and Chief	March 2, 2018
Scott E. Oaksmith	Accounting Officer
	(Principal Accounting Officer)
/s/ Barbara T. Alexander	Director	March 2, 2018
Barbara T. Alexander
/s/ William L. Jews	Director	March 2, 2018
William L. Jews

Signature	Title	Date
/s/ Monte J. M. Koch	Director	March 2, 2018
Monte J. M. Koch
/s/ Liza K. Landsman	Director	March 2, 2018
Liza K. Landsman
/s/ Scott A. Renschler, Psy.D	Director	March 2, 2018
Scott A. Renschler, Psy.D
/s/ Ervin R. Shames	Director	March 2, 2018
Ervin R. Shames
/s/ John P. Tague	Director	March 2, 2018
John P. Tague

EX-5.1

Exhibit 5.1

Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com

March 2, 2018

Board of Directors

Choice Hotels International, Inc.

1 Choice Hotels Circle, Suite 400

Rockville, Maryland 20850

Ladies and Gentlemen:

We are acting as counsel to Choice Hotels International, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed public offering of up to 80,000 shares of the common stock, par value $0.01 per share (the “Common Stock”) of the Company (the “Shares”), all of which Shares are issuable pursuant to the Non-Employee Director Deferred Compensation Stock Purchase Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Restated Certificate of Incorporation, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof and in the Plan, the Shares will be validly issued, fully paid, and nonassessable.

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rio de Janeiro Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington DC Associated offices: Budapest Jakarta Shanghai FTZ Zagreb. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com

Board of Directors
Choice Hotels International, Inc.	- 2 -	March 2, 2018

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP

EX-10.1

Exhibit 10.1

CHOICE HOTELS INTERNATIONAL, INC.

NON-EMPLOYEE DIRECTOR

DEFERRED COMPENSATION STOCK PURCHASE PLAN

Choice Hotels International, Inc. has adopted and established, effective February 24, 2018, a non-qualified stock option plan for Non-Employee Directors in accordance with the following terms and conditions. The plan also provides Non-Employee Directors the ability to elect to defer compensation and purchase stock with director fees.

SECTION ONE

DESIGNATION AND PURPOSE OF THE PLAN

A.    Designation. This Plan is designated the “Choice Hotels International, Inc. Non-Employee Director Deferred Compensation Stock Purchase Plan”.

B.    Purpose. The purpose of this Plan is to secure for the Company and its stockholders the benefits of the incentive inherent in increased ownership of Company Stock by Non-Employee Directors. It is expected that such ownership will provide such Non-Employee Directors with a more direct stake in the future welfare of the Company and encourage them to remain directors of the Company. It is also expected that the Plan will encourage qualified persons to become directors of the Company.

C.    Governing Law. This Plan shall be interpreted and enforced in accordance with the laws of the State of Maryland, without reference to its conflict of laws principles.

SECTION TWO

DEFINITIONS

As used in this Plan, the following terms mean:

A.    “Board” means the Board of Directors of the Company.

B.    “Company” means Choice Hotels International, Inc.

C.    “Non-Employee Director” means a member of the Board of the Company who is not an employee of the Company or any of its subsidiaries.

D.    “Plan” means this Non-Employee Director Deferred Compensation Stock Purchase Plan.

G.    “Stock” and “Company Stock” mean the common stock of Choice Hotels International, Inc.

H.    Wherever appropriate, words used in this Plan in the singular may mean the plural, the plural may mean the singular and the masculine may mean the feminine.

SECTION THREE

DEFERRAL OF FEES

A Non-Employee Director may elect by written notice to defer payment on all or a portion of his or her fees (including Committee fees) for any year, subject to the following conditions:

During the period of the active service (as hereinafter defined) of a Non-Employee Director, the Non-Employee Director agrees to serve the Company faithfully and, to the best of the ability of the Non-Employee Director, to perform such services and duties as shall be assigned to the Non-Employee Director by the Board.

For purposes of this Plan, the period of the active service of the Non-Employee Director shall mean the period commencing with the date of election or appointment of the Non-Employee Director and expiring on the date on which occurs the termination of the service of the Non-Employee Director by reason of expiration of term or the date of resignation, removal or death of the Non-Employee Director, whichever shall occur first.

Nothing contained herein shall be construed as conferring upon the Non-Employee Director the right to continue in the active service of the Company.

SECTION FOUR

ELECTION AND DEFERRED ACCOUNTS

A.    Prior to the first day of January of each year during the period of the active service of the Non-Employee Director, the Non-Employee Director may instruct the Company by delivery to it of written notice to withhold a specified percentage (not less than 25%) of any fees otherwise payable to the Non-Employee Director for services to be rendered in the following fiscal year (the “Deferred Amounts”). Such election shall be irrevocable with respect to such fiscal year. The Company shall establish a grantor “Rabbi Trust” and shall establish thereunder on behalf of the Non-Employee Director upon a deferral election a liability account which shall consist of a Stock Deferred Account and an Interest Deferred Account (each a “Deferred Account”). Effective as of December 1, 2017, as part of the above-referenced election process, a Non-Employee Director may specify whether the Deferred Accounts with respect to the fiscal year to which such election applies will, upon becoming payable, be paid in the form of a lump sum distribution or be paid in the form of installment payments over a period of time designated by the Non-Employee Director but in no event to exceed twenty (20) years. In the event that the installment method of payment is selected, the Non-Employee Director will further designate whether installment payments are to be made on a monthly, quarterly, semi-annual or annual basis. During the period of installment distributions, the Interest Deferred Account will be credited with an earnings factor computed pursuant to the principals described in Section 4B (ii), below.

B(i)    Stock Deferred Account

(a)    An agent (the “Agent”) shall be appointed by the Board or any individual or committee to which the Board has delegated authority to act with respect to the appointment of the Agent to perform the functions and have the responsibilities assigned to the Agent in this

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Section Four with respect to the purchase of Stock. The Board or such individual or committee shall have the right to change the Agent at any time. Except as provided in Section 4 8B(i)(b), the Company shall pay the compensation and expenses of the Agent.

(b)    Deferred Amounts shall initially be deposited to the Interest Deferred Account (the “Initial Deferred Amounts”). For each fiscal year of the Company, the Agent shall cause all Initial Deferred Amounts to be applied to the open market purchase of whole shares of Stock within fifteen days after the end of each fiscal quarter. The Agent shall have all authority to determine the times of such purchases, the prices at which such purchases are made, the manner of such purchases and the selection of brokers or dealers (which may include the Agent) to make such purchases. All brokerage fees and commissions with respect to such purchases shall be deducted from the Initial Deferred Amounts. The Agent shall credit each Stock Deferred Account with the number of whole shares of Stock equal to such account’s Initial Deferred Amount applied by the Agent to the purchase of Stock divided by the average price per share purchased by the Agent. Initial Deferred Amounts representing a fraction of the purchase price of a share shall be credited to their respective Interest Deferred Account. Any shares of Stock held in a Stock Deferred Account shall be voted by the trustee of the “Rabbi Trust”.

(c)    In the alternative, but only if and to the extent that the Company shall have instructed the Agent concurrent with or prior to the delivery to the Agent of the Initial Deferred Amounts, the Agent shall purchase whole shares of Stock directly from the Company and not in the open market. Each such purchase from the Company shall be at a price equal to the closing price of Stock on the market on the business day preceding the date such purchase is made.

(d)    During the period that such Stock Deferred Account is maintained, on each date on which the Company pays dividends on its Stock, the Interest Deferred Account shall be credited with an amount equivalent to the amount of dividends declared by the Company with respect to the Stock held in the Stock Deferred Account (“Dividend Equivalents”).

(e)    The total number of shares of Stock which may be purchased under this Plan is 80,000 shares. The maximum number of shares may be increased from time to time by approval of the Board, and if required, pursuant to Rule 16b-3 of the Securities and Exchange Commission or its successors or the applicable rules of any stock exchange, the stockholders of the Company. Such Stock may be either authorized and unissued shares or reacquired shares.

(f)    In the event any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, or extraordinary dividend or divestiture (including a spin-off), or any other change in the capital structure or shares of the Company, the Committee shall make adjustments, determined by the Committee in its discretion to be appropriate, as to the number and kind of securities entered in a Stock Deferred Account.

B(ii)    Interest Deferred Account

All additions to the Interest Deferred Account will be invested in Stock in the same manner as described in Section 4(B)(i)(b).

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SECTION FIVE

ANNUAL STATEMENT

The Company will provide an annual statement of the Deferred Accounts to each participant Non-Employee Director showing amounts of fees deferred and additional amounts credited to his Deferred Accounts in accordance with Section 4.

SECTION SIX

PAYMENT

A.    Payment of Accounts not subject to Internal Revenue Code Section 409A. With respect to the portion of any Deferred Accounts that were established and vested prior to January 1, 2005, and subsequent earnings attributable thereto, the following rules shall apply:

Upon the termination of active service of a Non-Employee Director, the Company shall pay such Non-Employee Director his Deferred Accounts that were first established and vested prior to January 1, 2005, and subsequent earnings attributable thereto, in one lump sum payment as soon after his termination of active service as is administratively feasible unless such Non-Employee Director had previously made an election, at least sixty (60) days prior to the effective date of such termination of active service, to receive such Deferred Accounts in the form of installment payments. At least sixty (60) days prior to his termination of active service, a Non-Employee Director may make an irrevocable election to receive his Deferred Accounts that were first established and vested prior to January 1, 2005 in the form of installment payments over a period of time designated by the Non-Employee Director but in no event to exceed twenty (20) years. In the event that the installment method of payment is selected, the Non-Employee Director will further designate whether installment payments are to be made on a monthly, quarterly, semi-annual or annual basis. During the period of installment distributions, the Interest Deferred Account will be credited with an earnings factor computed pursuant to the principles described in Section Four B (ii), above. In the event that a Non-Employee Director dies after having made an installment election but prior to the receipt of all installment payments thereunder, the remaining payments will be made to the beneficiary of the Non-Employee Director designated for purposes of this Plan through the remaining duration of the elected installment period, unless the Non-Employee Director has provided in such installment election for a different form of payment to the beneficiary of the Non-Employee Director. The computation of the amount of a lump sum payment or the amount of an installment payment shall be made by reference to the balance of the Deferred Account as of the date of the distribution.

B.    Payment of Amounts Subject to Internal Revenue Code Section 409A. With respect to the portion of any Deferred Accounts that were not established and vested prior to January 1, 2005, and all earnings attributable thereto, the following rules shall apply:

Upon the separation of service, as defined in Treas. Reg. § 1.409A-1(h)(2), of a Non-Employee Director, the Company shall pay such Non-Employee Director his Deferred Accounts that were first established or vested on or after January 1, 2005, and subsequent earnings attributable thereto, in one lump sum payment as soon after his separation of service as is administratively feasible but in no event later than March 15 of the calendar year following the

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calendar year in which the separation of service took place, unless such Non-Employee Director had previously made an election, pursuant to Section Four A, to receive his Deferred Accounts in the form of installment payments. Alternatively, a Non-Employee Director may make a Subsequent Deferral Election at least one (1) year prior to his separation from service to receive such Deferred Accounts in the form of installments, as described in Section Eighteen A but with a specified commencement date that is no earlier than the fifth (5^th) anniversary of such Non-Employee Director’s separation from service. A Subsequent Deferred Election shall not take effect until at least 12 months after the date the Subsequent Deferred Election is made. During the period of installment distributions, the Interest Deferred Account will be credited with an earnings factor computed pursuant to the principles described in Section Four B (ii), above. In the event that a Non-Employee Director dies after having made an installment election but prior to the receipt of all installment payments thereunder, the remaining payments will be made to the beneficiary by the Non-Employee Director designated for purposes of this Plan through the remaining duration of the elected installment period, unless the Non-Employee Director has provided in such installment election for a different form of payment to the beneficiary of the Non-Employee Director. The computation of the amount of a lump sum payment or the amount of an installment payment shall be made by reference to the balance of the Deferred Account as of the date of the distribution.

SECTION SEVEN

DEATH OF NON-EMPLOYEE DIRECTOR

A.    Payment of Accounts Not Subject to IRC Section 409A. Where the death of the Non-Employee Director occurs prior to making any election to receive payments of any Deferred Accounts that were established and vested prior to January 1, 2005, and subsequent earnings attributable thereto, in the form of installments, then such Deferred Accounts shall be paid in such manner as is determined by the beneficiary.

B.    Payment of Accounts Subject to IRC Section 409A. Where the death of the Non-Employee Director occurs prior to making any election to receive payments of any Deferred Accounts that were established or vested on or after January 1, 2005, and subsequent earnings attributable thereto in the form of installments, then such Deferred Accounts shall be paid in the form of a lump sum distribution as promptly as possible to the beneficiary and in no event later than March 15 of the calendar year following the Non-Employee Director’s death.

SECTION EIGHT

DEATH OF NON-EMPLOYEE DIRECTOR AND BENEFICIARY

If both the Non-Employee Director and his designated beneficiary should die, the total amount standing to the credit of the Non-Employee Director in the Deferred Accounts shall be determined as of the date of death of the designated beneficiary (including any additional amounts credited to such Account pursuant to Section Four B(ii)) and shall be paid as promptly as possible in one lump sum to the estate of such designated beneficiary.

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SECTION NINE

TAXES

Payments will be made to the Non-Employee Director or beneficiary after deducting taxes required by federal and/or state governments, if any.

SECTION TEN

ADMINISTRATION OF THE PLAN

This Plan shall be administered by the Board, except as provided in Section 4. The Board shall have all the powers vested in it by the terms of the Plan. Subject to the provisions of the Plan, the Board shall have the power to construe this Plan, to determine all questions arising thereunder, and to adopt and amend such rules and regulations for the administration of this Plan as it may deem desirable. Any decision of the Board in the administration of this Plan, as described herein, shall be final and conclusive. The Board may act only by a majority of its members in office, except that members thereof may authorize any one or more of their number or the Secretary or any other officer of the Company to execute and deliver documents on behalf of the Board.

SECTION ELEVEN

UNSECURED GENERAL CREDITOR

Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind other than a grantor “Rabbi Trust”, or a fiduciary relationship between the Company and the Non-Employee Director, his or her designated beneficiary or any other person. Any compensation deferred under the provisions of this Plan shall continue for all purposes to be a part of the general funds of the Company. To the extent that any person acquires a right to receive payment from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

SECTION TWELVE

NO ASSIGNMENT

The right of the Non-Employee Director or any other person to the payment of deferred compensation or other benefits under this Plan shall not be assigned, transferred, pledged, or encumbered except by will or by the laws of descent and distribution.

SECTION THIRTEEN

SUCCESSORS AND ASSIGNS

This Plan shall be binding upon and inure to the benefit of the Company and its subsidiaries, its successors and assigns and the Non-Employee Director and his heirs, executors, administrators and legal representatives.

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SECTION FOURTEEN

CHANGE OF CONTROL

In the event of a change of control of the Company, the Company shall immediately pay the Non-Employee Director his or her Deferred Accounts, including accrued interest. A “change of control” shall mean (i) a merger or consolidation in which the Company is not the surviving corporation or (ii) the acquisition of twenty-five percent or more of the voting securities of the Company by a person, group, or entity or (iii) the sale of all or substantially all of the assets of the Company or (iv) individuals who were members of the Board immediately prior to a meeting of the stockholders of the Company involving a contest for the election of Non-Employee Directors do not constitute a majority of the Board immediately following such election, unless that election of such new Non-Employee Directors was recommended to the stockholders by management of the Company. Notwithstanding the above, no payment of any portion of any Deferred Account that was first established or vested on or after January 1, 2005 shall be made with respect to an event described above as a “change in control” unless such event also qualifies as a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” as defined in Treas. Reg. § 1.409A-3(i)(5).

SECTION FIFTEEN

AMENDMENT AND TERMINATION OF THE PLAN

A.    Discretion of the Board of Directors. The Board of Directors may at any time terminate or amend this Plan. Except as herein provided, no such termination may affect Stock previously purchased.

B.    Automatic Termination. This Plan shall terminate on February 24, 2028.

SECTION SIXTEEN

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 409A

The Plan is intended to comply in all respects with the applicable requirements of Internal Revenue Code Section 409A regarding the Deferred Accounts that were first established or vested on or after January 1, 2005, including without limitation, the requirements dealing with the termination of plans under Treas. Reg. § 1.409A-3(j)(4)(vii) and, if applicable, the requirements dealing with “specified employees” as described in Internal Revenue Code Section 409A(a)(2)(B)(i).

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Non-Employee Director Deferred Compensation Stock Purchase Plan of Choice Hotels International, Inc. of our reports dated March 1, 2018, with respect to the consolidated financial statements and schedule of Choice Hotels International, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Choice Hotels International, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, Virginia

March 2, 2018