{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-141780","form_type":"8-K","ticker":"CHH","cik":"0001046311","company_name":"CHOICE HOTELS INTERNATIONAL INC /DE","filed_at":"2024-05-17T23:59:59+00:00","discovered_at":"2026-05-14T18:03:17.026276+00:00","generated_at":"2026-06-01T14:16:47.310480+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"Choice Hotels shareholders approve officer exculpation, elect directors at 2024 annual meeting","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-141780","json":"https://secwatch.observer/filing/0001193125-24-141780.json","markdown":"https://secwatch.observer/filing/0001193125-24-141780.md","text":"https://secwatch.observer/filing/0001193125-24-141780.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/d838352d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T14:16:47.310480+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1079fb5ec640d7818934956974dbcedc5c148dc1","claim":"CHOICE HOTELS INTERNATIONAL INC /DE: Amendment to Restated Certificate of Incorporation to permit exculpation of officers (effective 2024-05-16).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","confidence":0.99},{"claim_id":"efc0ec0a2f60f08ec2a0bf57c28659b3ba56049b","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","confidence":0.99},{"claim_id":"0e841c95497de7d273193dcddc49d8d8fc48b04a","claim":"CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Amendment to Restated Certificate of Incorporation to permit exculpation of officers.","evidence_excerpt":"Proposal 2 The Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to permit the exculpation of officers.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","confidence":0.95},{"claim_id":"20a2f79fd3569a2af785994c8b5537bd3b091a50","claim":"CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Advisory vote on executive compensation.","evidence_excerpt":"Proposal 3 The Company’s shareholders approved an advisory vote on executive compensation of the Company’s named executive officers.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","confidence":0.95},{"claim_id":"a96ec224f755922ab7eca7a3b1ccccae3dd55bc8","claim":"CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Election of eleven directors.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","confidence":0.95},{"claim_id":"efe0076faf04b0ce8e03e0f95011bf2142e82783","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001682852-26-000101","ticker":"MRNA","company_name":"Moderna, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change, shareholder_vote","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001682852-26-000101","json":"https://secwatch.observer/filing/0001682852-26-000101.json","markdown":"https://secwatch.observer/filing/0001682852-26-000101.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/mrna-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","comparable_excerpt":"On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. 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(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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","comparable_excerpt":"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. 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(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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","comparable_excerpt":"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. 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(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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","comparable_excerpt":"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”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm"}},{"accession":"0000883948-26-000051","ticker":"AUB","company_name":"Atlantic Union Bankshares Corp","filed_at":"2026-05-06T23:59:59+00:00","headline":"Atlantic Union shareholders approve removal of supermajority voting requirements","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000883948-26-000051","json":"https://secwatch.observer/filing/0000883948-26-000051.json","markdown":"https://secwatch.observer/filing/0000883948-26-000051.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/0000883948-26-000051-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/aub-20260505x8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On May 16, 2024, Choice Hotels International, Inc. 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(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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","comparable_excerpt":"(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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/0001144980-26-000082-index.htm"}},{"accession":"0001437749-26-014872","ticker":"IMKTA","company_name":"INGLES MARKETS INC","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ingles Markets annual meeting: director Lowe faces 73% withheld votes; bylaw changes","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-014872","json":"https://secwatch.observer/filing/0001437749-26-014872.json","markdown":"https://secwatch.observer/filing/0001437749-26-014872.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/50493/000143774926014872/0001437749-26-014872-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/50493/000143774926014872/imkta20260504_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/50493/000143774926014872/0001437749-26-014872-index.htm"}},{"accession":"0001193125-26-251659","ticker":"MPT","company_name":"MEDICAL PROPERTIES TRUST INC","filed_at":"2026-06-01T20:55:09+00:00","headline":"MPT shareholders elect all directors, approve say-on-pay and equity plan with notable opposition","event_type":"other_material","sec_items":["5.07","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: shareholder_vote","same SEC item: 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251659","json":"https://secwatch.observer/filing/0001193125-26-251659.json","markdown":"https://secwatch.observer/filing/0001193125-26-251659.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1287865/000119312526251659/0001193125-26-251659-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1287865/000119312526251659/mpt-20260528.htm"},"side_by_side_evidence":{"fact_type":"shareholder_vote","source_excerpt":"Proposal 2 The Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to permit the exculpation of officers.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312524141780/0001193125-24-141780-index.htm","comparable_excerpt":"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 —","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1287865/000119312526251659/0001193125-26-251659-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}