8-K
CHOICE HOTELS INTERNATIONAL INC /DE false 0001046311 0001046311 2020-04-30 2020-04-30

 

 

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): April 30, 2020

COMMISSION FILE NO. 001-13393

 

CHOICE HOTELS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

52-1209792

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification Number)

1 Choice Hotels Circle

Rockville

 

Suite 400

Maryland

 

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))

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.  

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Ticker

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Stock, Par Value $0.01 per share

 

CHH

 

New York Stock Exchange

 

 


Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 30, 2020, the Board of Directors of Choice Hotels International, Inc. (the “Company”) determined that Scott E. Oaksmith would cease serving as the principal accounting officer of the Company in order to focus on his new position with the Company, effective immediately. Mr. Oaksmith, who joined the Company in 2002, served as Senior Vice President, Finance & Chief Accounting Officer from May 2016 to March 2020 and was recently promoted to Senior Vice President, Real Estate and Finance. In his new role, Mr. Oaksmith is leading several of the Company’s strategic areas of focus, including treasury operations, the business intelligence group, and real estate investing and asset management.

In connection with this change, the Board of Directors appointed Dominic E. Dragisich, Chief Financial Officer of the Company, to serve as principal accounting officer in addition to his role as principal financial officer, effective immediately.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2020 Annual Meeting of Shareholders held on May 1, 2020, three proposals were submitted to the Company’s shareholders. The final voting results of these proposals were as follows:

Proposal 1

The Company’s shareholders elected the following ten directors to hold office for a term of one year ending at the 2021 Annual Meeting of Shareholders or until their respective successors are elected and qualified. The voting results are set forth below:

 

Votes For

   

Votes
Against

   

Votes
Abstained

   

Broker

Non-Vote

 

Barbara T. Alexander

   

50,754,231

     

20,243

     

88,418

     

10,441

 

Brian B. Bainum

   

50,459,031

     

308,540

     

95,321

     

10,441

 

Stewart W. Bainum, Jr.

   

50,399,681

     

356,812

     

106,399

     

10,441

 

William L. Jews

   

50,425,094

     

347,420

     

90,378

     

10,441

 

Monte J. M. Koch

   

50,741,463

     

26,408

     

95,021

     

10,441

 

Liza K. Landsman

   

50,753,950

     

20,156

     

88,786

     

10,441

 

Patrick S. Pacious

   

50,516,040

     

257,090

     

89,762

     

10,441

 

Ervin R. Shames

   

50,365,650

     

407,780

     

89,462

     

10,441

 

Maureen D. Sullivan

   

50,745,672

     

25,753

     

91,467

     

10,441

 

John P. Tague

   

50,750,364

     

21,664

     

90,864

     

10,441

 

Proposal 2

The Company’s shareholders approved an advisory vote on executive compensation of our named executive officers. The voting results are set forth below:

    Votes For    

 

Votes

    Against    

 

Votes

    Abstained    

 

Broker Non-

        Vote        

50,028,518

 

    706,657

 

     127,717

 

       10,441

Proposal 3

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, 2020. The voting results are set forth below:

    Votes For    

 

Votes

    Against    

 

Votes

    Abstained    

 

Broker Non-

        Vote        

50,789,922

 

        4,509

 

        78,902

 

            —  


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: May 5, 2020

 

 

 

/s/ Simone Wu

 

 

 

Simone Wu

 

 

 

Senior Vice President, General Counsel, Corporate Secretary & External Affairs

v3.20.1
Document and Entity Information
Apr. 30, 2020
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 Apr. 30, 2020
Entity File Number 001-13393
Entity Incorporation State Country Code DE
Entity Tax Identification Number 52-1209792
Entity Address, Address Line One 1 Choice Hotels Circle
Entity Address, City or Town Rockville
Entity Address, Address Line Two Suite 400
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
Entity Emerging Growth Company false
Security 12b Title Common Stock, Par Value $0.01 per share
Trading Symbol CHH
Security Exchange Name NYSE