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

CHOICE HOTELS INTERNATIONAL INC /DE

All 11 director nominees elected; votes for ranged from 43.1M to 45.1M, broker non-votes 2.26M.
Amendment to certificate of incorporation to permit officer exculpation approved: 43.4M for, 1.7M against.
Advisory vote on executive compensation approved: 44.8M for, 359,721 against.
Ratified Ernst & Young as independent auditor for FY2024: 47.3M for, 146,598 against.
Board adopted amended bylaws updating nomination procedures, universal proxy rules, and other administrative changes.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.99

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

Change: charter amendment
Effective: 2024-05-16

Exact text from the 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

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.99

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).

Change: bylaw amendment
Effective: 2024-05-16

Exact text from the filing

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.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

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

Proposal: charter amendment
Outcome: passed

Exact text from the filing

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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

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

Proposal: say on pay
Outcome: passed

Exact text from the filing

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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

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

Proposal: director election
Outcome: passed

Exact text from the filing

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.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

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: auditor ratification
Outcome: passed
Meeting: 2024-12-31

Exact text from the filing

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.

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CHOICE HOTELS INTERNATIONAL INC /DE filing history →

Source: SEC EDGAR

accession 0001193125-24-141780

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