8-K
filed May 21, 2026, 4:54 PM ET
ticker CHH
CIK 0001046311
other material
confidence high
sentiment neutral
materiality 0.50
Choice Hotels shareholders approve board size increase to 5-15 directors
CHOICE HOTELS INTERNATIONAL INC /DE
- Shareholders approved amendment to Certificate of Incorporation to expand board range from 3-12 to 5-15 directors (43.1M for, 309k against).
- Board adopted Third Amended and Restated Bylaws effective May 21, 2026, reflecting new board size range.
- Eleven directors elected; three directors (Shames, Koch, Vieira) each received >7.5M votes withheld.
- Say-on-pay passed with 36.2M votes for (92.3% support) vs 3.0M against.
- Ratification of Ernst & Young as independent auditor for FY2026 approved with 43.4M votes for.
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 0.95
CHOICE HOTELS INTERNATIONAL INC /DE: Board approved an amendment and restatement of the bylaws to update the board size range to five to fifteen directors (effective 2026-05-21).
- Change
- bylaw amendment
- Effective
- 2026-05-21
Exact text from the filing
Third Amended and Restated Bylaws On May 20, 2026, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Second Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), effective as of 5 p.m. on May 21, 2026. The Amended Bylaws update the size of the Board to a range of five to fifteen directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
CHOICE HOTELS INTERNATIONAL INC /DE: Shareholders approved an amendment to the Certificate of Incorporation to increase the board size range from three to twelve to five to fifteen directors (effective 2026-05-21).
- Change
- charter amendment
- Effective
- 2026-05-21
Exact text from the filing
Certificate of Incorporation On May 21, 2026, Choice Hotels International, Inc. (the “Company”) held its 2026 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 Certificate of Incorporation, as amended and restated on October 15, 1997, as further amended on April 30, 2013 and further amended on May 16, 2024 (the “Certificate of Incorporation”), to increase the size of the Board from a range of three to twelve directors to a new range of five to fifteen directors, as further described in “Proposal No. 3-Approval of an Amendment to the Certificate of Incorporation Increasing the Board Size Range” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.98
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 2027 Annual Meeting of Shareholders or until their respective successors are elected and qualified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.98
CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2026-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-12-31
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, 2026.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.98
CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Advisory vote on executive compensation.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
Proposal 2 The Company’s shareholders approved an advisory vote on executive compensation of the Company’s named executive officers.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.98
CHOICE HOTELS INTERNATIONAL INC /DE shareholders approved Amendment to Certificate of Incorporation to increase Board size range.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 3 The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the Board size range from three to twelve to five to fifteen.
View on SEC.gov
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