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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
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 |
Name of Each 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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2021 Annual Meeting of Shareholders held on May 7, 2021, three 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 nine directors to hold office for a term of one year ending at the 2022 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-Vote |
|||||||||||||
| Brian B. Bainum |
51,203,125 | 891,438 | 32,123 | 1,432,351 | ||||||||||||
| Stewart W. Bainum, Jr. |
51,067,635 | 1,027,159 | 31,892 | 1,432,351 | ||||||||||||
| William L. Jews |
51,057,834 | 1,045,650 | 23,202 | 1,432,351 | ||||||||||||
| Monte J. M. Koch |
51,541,123 | 562,347 | 23,216 | 1,432,351 | ||||||||||||
| Liza K. Landsman |
52,068,227 | 32,680 | 25,779 | 1,432,351 | ||||||||||||
| Patrick S. Pacious |
51,830,762 | 272,696 | 23,228 | 1,432,351 | ||||||||||||
| Ervin R. Shames |
50,945,215 | 1,156,413 | 25,058 | 1,432,351 | ||||||||||||
| Maureen D. Sullivan |
51,417,981 | 685,737 | 22,968 | 1,432,351 | ||||||||||||
| John P. Tague |
51,628,074 | 475,237 | 23,375 | 1,432,351 | ||||||||||||
Proposal 2
The Company’s shareholders approved an advisory vote on executive compensation of our named executive officers. The voting results are set forth below:
| Votes For |
Votes |
Votes |
Broker Non- | |||
| 42,276,271 | 9,744,942 | 105,473 | 1,432,351 |
Proposal 3
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, 2021. The voting results are set forth below:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non- | |||
| 53,405,871 | 117,452 | 35,714 | — |
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 10, 2021 | /s/ Simone Wu | |||||
| Simone Wu | ||||||
| Senior Vice President, General Counsel, Corporate Secretary & External Affairs |
Document and Entity Information |
May 07, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | CHOICE HOTELS INTERNATIONAL INC /DE |
| Amendment Flag | false |
| Entity Central Index Key | 0001046311 |
| Document Type | 8-K |
| Document Period End Date | May 07, 2021 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-13393 |
| Entity Tax Identification Number | 52-1209792 |
| Entity Address, Address Line One | 1 Choice Hotels Circle |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | Rockville |
| Entity Address, State or Province | MD |
| Entity Address, Postal Zip Code | 20850 |
| City Area Code | (301) |
| Local Phone Number | 592-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, Par Value $0.01 per share |
| Trading Symbol | CHH |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |