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): August 25, 2023

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 No.)

1 Choice Hotels Circle, Suite 400, Rockville, Maryland 20850	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 August 30, 2023, Choice Hotels International, Inc. (the “Company”) announced the appointment of (i) Dominic E. Dragisich as Executive Vice President, Operations and Chief Global Brand Officer and (ii) Scott E. Oaksmith as Chief Financial Officer, in each case, effective as of September 1, 2023.

Mr. Dragisich, age 41, has served as Chief Financial Officer since joining the Company in March 2017 and was instrumental in the recent acquisition of the Radisson Hotels Americas business. In his new role, Mr. Dragisich will continue to lead the Company’s corporate development efforts and will oversee the Company’s Upscale, Core and Extended Stay brands, as well as franchise development, brand operations, and international. In connection with Mr. Dragisich’s new role, the Human Capital and Compensation Committee of the Board of Directors (the “Committee”) approved the following adjustments to Mr. Dragisich’s compensation: (i) annual base salary will be increased from $700,000 to $750,000 and (ii) target incentive opportunity under the Company’s short-term incentive plan will be increased from 100% to 115% of his annual base salary.

Mr. Oaksmith, age 51, joined the Company in 2002 and served as Senior Vice President, Finance and Chief Accounting Officer from May 2016 to March 2020, as Senior Vice President, Real Estate and Finance from April 2020 to May 2023, and as Senior Vice President, Deputy Chief Financial Officer since May 2023. He previously functioned as the Company’s interim Chief Financial Officer from June 2016 to March 2017. In connection with Mr. Oaksmith’s new role, the Committee approved the following compensation arrangements: (i) annual base salary of $525,000, (ii) target incentive opportunity under the Company’s short-term incentive plan of 75% of his annual base salary, and (iii) target annual equity grant award value under the Company’s long-term incentive program of 150% of his annual base salary.

In connection with the foregoing management changes, Mr. Oaksmith will serve as the Company’s principal financial and accounting officer, effective as of September 1, 2023.

In addition, John E. Bonds, the Company’s Senior Vice President, Enterprise Operations and Technology, will be resigning from the Company effective November 10, 2023 to pursue other opportunities. There are no disagreements between the Company and Mr. Bonds on any matter relating to the Company’s operations, policies or practices in connection with his planned departure.

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 August 30, 2023
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 30, 2023	/s/ Simone Wu
	Simone Wu
	Senior Vice President, General Counsel, Corporate Secretary & External Affairs

EX-99.1

Exhibit 99.1

Choice Hotels International Announces Executive Appointments and Organizational Structure Evolution

Moves Position Company for Future Growth Following Radisson Americas Integration

ROCKVILLE, Md., August 30, 2023 — Choice Hotels International, Inc. (NYSE: CHH) today announced key executive appointments that position the company for continued future growth following its acquisition of Radisson Hotels Americas and the successful integration of its nine brands onto Choice’s world-class central reservation system.

“Choice has always been a growth company, and that growth is now accelerating,” said Choice Hotels International President and CEO Patrick Pacious. “We are a stronger company than we were just a year ago. Choice’s increased scope and the breadth of our portfolio give us new avenues for growth and an opportunity to expand and improve the services we provide to our franchisees, our guests, and our travel partners.”

Choice has a robust portfolio of brands that range from full-service upper upscale to midscale, extended stay, and economy. As part of an evolution to a more flexible and agile organizational structure, Dominic Dragisich, who joined the company as Chief Financial Officer in 2017, will be promoted to Executive Vice President, Operations and Chief Global Brand Officer. Mr. Dragisich will oversee all of Choice’s brand segments, brand development, segment services, and corporate development. During his tenure as CFO, Mr. Dragisich successfully enhanced and streamlined the company’s budgeting, forecasting and capital allocation processes and led several major initiatives to support the company’s continued growth. Recently, he was instrumental in the acquisition of the Radisson Americas business and will continue to lead corporate development efforts. “Dominic is a talented leader who excelled as CFO and has a deep understanding of the operational drivers of our business,” said Mr. Pacious. “I’m confident he will help drive our growth and performance to the next level in this important new role.”

Scott Oaksmith will be promoted from Senior Vice President and Deputy Chief Financial Officer to Chief Financial Officer. In this role, he will lead Choice’s overall financial strategy and corporate growth initiatives to drive ongoing expansion across major markets and maximize shareholder value. A more than 20-year veteran with Choice, Mr. Oaksmith has worked closely with key stakeholders to identify opportunities to grow the company’s core business and adjacent lines of business, streamlined financial operations, enhanced capital allocation strategies, and utilized advanced analytics to drive strategic and operating decisions in support of the company’s goals. “Scott has been an integral part of Choice’s success for over two decades,” said Mr. Pacious. “He is the ideal person to lead our financial strategy during this crucial time for the company and well into the future.”

Raul Ramirez will be promoted from Chief Strategy and International Operations Officer to Chief Segment and International Operations Officer with responsibility for Choice’s upscale, extended stay and core midscale and economy brands as well as the International Division. Since he joined Choice in 2017, Mr. Ramirez has led the integration of the Radisson Americas brands and WoodSpring Suites, launched an enterprise strategic planning process to help define and support long-term business and financial goals, and spearheaded the transformation and expansion of the company’s International Division. “Raul is a transformational leader who has his finger on the pulse of our franchisees,” said Mr. Pacious. “I can’t think of a better, more qualified individual for this role as we work to grow our brands and expand our international footprint.”

Anna Scozzafava will be promoted from Senior Vice President and General Manager, Extended Stay Brands to Chief Strategy Officer and Senior Vice President, Technology, overseeing Choice’s corporate strategy, business analytics and technology functions. Ms. Scozzafava has been with the company since 2012 and, most recently, drove the growth and expansion of Choice’s extended stay portfolio, helping to establish the company as a clear leader in the fast-growing, high-performing segment. She will continue to lead the segment through a transition period. “Anna’s leadership is a big part of the reason Choice is a leader in extended stay,” said Mr. Pacious. “I’m excited to now have her lead the development of strategies to propel the entire company forward.”

About Choice Hotels^®

Choice Hotels International, Inc. (NYSE: CHH) is one of the largest lodging franchisors in the world. The challenger in the upscale segment and a leader in midscale and extended stay, Choice^® has nearly 7,500 hotels, representing almost 630,000 rooms, in 46 countries and territories. A diverse portfolio of 22 brands that range from full-service upper upscale properties to midscale, extended stay and economy 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^® loyalty 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

Certain matters discussed in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “expect,” “believe,” “anticipate,” “will,” “forecast,” “plan,” “project,” 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 projections of the company’s growth, performance and revenue and other financial, strategic and operational measures, including the company’s liquidity, organizational structure, corporate initiatives and services, 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 actual results, performance or achievements of the company 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, domestic and foreign economic conditions, including access to liquidity and capital; the company’s ability to successfully integrate Radisson Hotels Americas’ employees and operations; the ability to realize the anticipated benefits and synergies of the acquisition of Radisson Hotels Americas as rapidly or to the extent anticipated; changes in consumer demand and confidence; impairments or declines in the value of the company’s assets; operating risks common in the travel, lodging or franchising industries; changes to the desirability of our brands as viewed by hotel operators and customers; our ability to keep pace with improvements in technology utilized for marketing and reservations systems and other operating systems; our ability to grow our franchise system; exposure to risks related to our hotel development, financing 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; and our ability to effectively manage our indebtedness, and secure our indebtedness, including additional indebtedness incurred as a result of the acquisition of Radisson Hotels Americas. These and other risk factors are discussed in detail in the company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and, as applicable, our Quarter Reports on Form 10-Q. 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.

^© 2023 Choice Hotels International, Inc. All Rights Reserved

For further information: Moe Rama, Tel: 301-592-6136; Amanda Allen, Tel: 301-592-6318; Email: MediaRelations@choicehotels.com

XML

Document and Entity Information	Aug. 25, 2023
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	Aug. 25, 2023
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