secwatch / observer
8-K filed May 17, 2024, 7:59 PM ET ticker CHH CIK 0001046311
other material confidence high sentiment neutral materiality 0.25

Choice Hotels shareholders approve officer exculpation, elect directors at 2024 annual meeting

CHOICE HOTELS INTERNATIONAL INC /DE

item 5.03item 5.07item 9.01

Machine-readable event card

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CHOICE HOTELS INTERNATIONAL INC /DE
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2024-05-17T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

1079fb5ec640d7818934956974dbcedc5c148dc1

CHOICE HOTELS INTERNATIONAL INC /DE: Amendment to Restated Certificate of Incorporation to permit exculpation of officers (effective 2024-05-16).

On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law

SEC 8-K Item 5.03/5.05/5.06 confidence 0.99 SEC evidence

efc0ec0a2f60f08ec2a0bf57c28659b3ba56049b

CHOICE HOTELS INTERNATIONAL INC /DE: Amendment and restatement of bylaws updating universal proxy rules, conforming to Delaware law, committee procedures, stock certificate signing, and administrative changes (effective 2024-05-16).

On May 15, 2024, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), effective as of noon on May 16, 2024.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.99 SEC evidence

0e841c95497de7d273193dcddc49d8d8fc48b04a

CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Amendment to Restated Certificate of Incorporation to permit exculpation of officers.

Proposal 2 The Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to permit the exculpation of officers.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

20a2f79fd3569a2af785994c8b5537bd3b091a50

CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Advisory vote on executive compensation.

Proposal 3 The Company’s shareholders approved an advisory vote on executive compensation of the Company’s named executive officers.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

a96ec224f755922ab7eca7a3b1ccccae3dd55bc8

CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Election of eleven directors.

Proposal 1 The Company’s shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

efe0076faf04b0ce8e03e0f95011bf2142e82783

CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2024 at the 2024-12-31 meeting.

Proposal 4 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, 2024.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

Comparable filings

MRNA

Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors

Moderna, Inc. May 11, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change, shareholder_vote same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law

Comparable filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Filing page SEC filing

ENTG

Entegris shareholders eliminate supermajority voting; all directors elected

ENTEGRIS INC May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law

Comparable filing

On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.

Filing page SEC filing

MAN

ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause

ManpowerGroup Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

Filing page SEC filing

TCMD

Tactile Systems shareholders approve director removal amendment, re-elect all directors

TACTILE SYSTEMS TECHNOLOGY INC May 7, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law

Comparable filing

on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

Filing page SEC filing

AUB

Atlantic Union shareholders approve removal of supermajority voting requirements

Atlantic Union Bankshares Corp May 6, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law

Comparable filing

The Amended and Restated Articles were effective on May 6, 2026.

Filing page SEC filing

ABG

Asbury shareholders remove supermajority vote rules; reject special meeting proposal

ASBURY AUTOMOTIVE GROUP INC May 6, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law

Comparable filing

(ii) Section 8.01 of Article VIII of the Company’s By-Laws were amended by replacing the 80% supermajority vote requirement with a majority vote requirement.

Filing page SEC filing

IMKTA

Ingles Markets annual meeting: director Lowe faces 73% withheld votes; bylaw changes

INGLES MARKETS INC May 5, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law

Comparable filing

On April 29, 2026, the board of directors (the “ Board ”) of Ingles Markets, Incorporated, a North Carolina corporation (the “ Company ”), adopted the Company’s Third Amended and Restated Bylaws (the “ Third A&R Bylaws ”), which amended and restated in their entirety the Company’s Second Amended and Restated By-Laws to: (i) amend Article Five, Section 5.3(A) to provide that special meetings of the Board may be called by four, rather than two, directors; and (ii) amend Article Eleven, Section 11.3(C) to align a director’s inspection rights with the North Carolina Business Corporation Act and make clear the procedure for resolving a disagreement regarding a director’s entitlement to inspection of particular records.

Filing page SEC filing

MPT

MPT shareholders elect all directors, approve say-on-pay and equity plan with notable opposition

MEDICAL PROPERTIES TRUST INC June 1, 2026, 4:55 PM ET other_material Items 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.07, 9.01 same event type: other_material similar materiality

This filing

Proposal 2 The Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to permit the exculpation of officers.

Comparable filing

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026: For: Against: Abstensions: Broker Non-Votes: 459,883,831 6,189,396 2,613,330 —

Filing page SEC filing

Source: SEC EDGAR
accession 0001193125-24-141780
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