8-K

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): July 21, 2021

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)

1 Choice Hotels Circle, Suite 400, Rockville, Maryland	20850
(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	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 July 21, 2021, the Board of Directors (the “Board”) of Choice Hotels International, Inc. (the “Company”) appointed Donna Vieira as a director of the Company, effective immediately, for a term expiring at the 2022 Annual Meeting of Shareholders. No determination has been made as to the committee(s) on which Ms. Vieira will serve. As a result of Ms. Vieira’s appointment, the size of the Board now consists of ten directors.

Ms. Vieira is currently the executive vice president and chief commercial officer at Sallie Mae. Previously, she was chief marketing officer of consumer banking and wealth management at JPMorgan Chase, and brings with her an extensive background in marketing from leading financial services companies. She is also a member of the Executive Leadership Council, the pre-eminent membership organization that is committed to increasing the number of Black executives in global enterprises.

As a director, Ms. Vieira will receive compensation consistent with that received by the Company’s other non-employee directors, as disclosed in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 12, 2021, in connection with the Company’s 2021 Annual Meeting of Shareholders.

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.

99.1	Press Release issued by Choice Hotels International, Inc., dated July 22, 2021
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: July 22, 2021	/s/ Simone Wu
	Simone Wu
	Senior Vice President, General Counsel, Corporate Secretary & External Affairs

EX-99.1

Exhibit 99.1

Choice Hotels: Amanda Allen

Tel: 301-592-6318

Email: MediaRelations@choicehotels.com

Choice Hotels Appoints Sallie Mae Executive Donna Vieira to its Board of Directors

ROCKVILLE, Md. (July 22, 2021) – Choice Hotels International, Inc. (NYSE: CHH), one of the world’s largest lodging franchisors, has appointed Donna Vieira to its board of directors.

Vieira is executive vice president and chief commercial officer at Sallie Mae where she oversees the company’s top line revenue growth, credit, pricing and loss mitigation, as well as products, sales, marketing, customer and digital experience, and business development. Previously, she was chief marketing officer of consumer banking and wealth management at JPMorgan Chase. She is a transformational, inclusive leader who throughout her career has consistently delivered outstanding business results through a clear strategic vision.

“Donna is an exceptional executive with a depth of experience in marketing and broader general management roles across the financial services sector. Her expertise in consumer-focused businesses will be a superb fit on our board,” said Stewart Bainum, Jr., chairman of the Choice Hotels board of directors.

Patrick Pacious, president and chief executive officer, Choice Hotels, further noted, “Donna is a highly-regarded leader, and we are very pleased to have her join the board. In her career, she has led organizations of scale, helped successfully elevate their brands and guided transformational success.”

Vieira brings extensive experience in marketing and general management via her current role at Sallie Mae and her work at other leading financial services companies including American Express and JP Morgan Chase. At American Express, Vieira focused on new customer acquisition and product development and oversaw the launch of a series of new card products including Blue Business and Business Membership Rewards and was

a member of the team that launched Open Small Business. At JP Morgan Chase, Vieira held key small business and consumer-focused roles. She led the development of strategic marketing, brand, and digital transformation initiatives to grow deposit and investment balances, as well as customer relationships.

Vieira earned a Master of Business Administration degree from the Lubin Graduate School of Business at Pace University, and a bachelor’s degree from Mount Allison University, Canada. Delaware Governor John Carney appointed Vieira as Chair of the Office of the Treasurer’s Plans Management Board, overseeing investment programs that help families to plan and save for post-secondary education.

She is also a member of the Executive Leadership Council, the pre-eminent membership organization that is committed to increasing the number of Black executives in global enterprises. In 2020, she was named among the Most Influential Black Executives in Corporate America by Savoy Magazine, honoring her exemplary record of accomplishments and commitment to bettering the community and inspiring others.

# # #

About Choice Hotels^®

Choice Hotels International, Inc. (NYSE: CHH) is one of the largest lodging franchisors in the world. With more than 7,100 hotels, representing nearly 600,000 rooms, in over 40 countries and territories as of March 31, 2021, the Choice® family of hotel brands provides business and leisure travelers with a range of high-quality lodging options from limited service to full-service hotels in the upscale, midscale, extended-stay and economy segments. The award-winning Choice Privileges® loyalty program offers members benefits ranging from everyday rewards to exceptional experiences. For more information, visit www.choicehotels.com.

© 2021 Choice Hotels International, Inc. All rights reserved.

XML

Document and Entity Information	Jul. 21, 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	Jul. 21, 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