CHOICE HOTELS INTERNATIONAL INC /DE 8-K

What Happened Choice Hotels International, Inc. announced that at its May 21, 2026 Annual Meeting shareholders approved an amendment to the Certificate of Incorporation to increase the Board size range from three–twelve to five–fifteen directors. The Company filed a Certificate of Amendment with the Delaware Secretary of State on May 21, 2026. The Board also approved and adopted Third Amended and Restated Bylaws updating the board size range, effective 5:00 p.m. on May 21, 2026. In addition, shareholders elected eleven directors to one-year terms and acted on routine governance proposals.

Key Details

• Certificate amendment approved (Proposal 3): For 43,081,767; Against 309,513; Abstain 58,117. Certificate of Amendment filed May 21, 2026.
• Bylaws amended and restated by the Board, effective 5:00 p.m. on May 21, 2026, to reflect new board size range of 5–15 directors.
• Directors elected (Proposal 1): 11 nominees elected to serve until the 2027 Annual Meeting. Vote totals show full slates elected but notable opposition for some nominees (examples: Maureen D. Sullivan 39,109,123 For; Ervin R. Shames 30,559,622 For / 8,687,510 Against; Monte J. M. Koch 31,636,833 For / 7,610,899 Against). Broker non-votes were reported on director and compensation votes.
• Advisory "say-on-pay" (Proposal 2) approved: For 36,213,116; Against 3,011,948; Abstain 43,325. Auditor ratification (Proposal 4) approved: For 43,375,425; Against 68,184; Abstain 5,788.

Why It Matters The charter and bylaw changes give Choice Hotels formal flexibility to expand its Board (now up to 15 directors), which can affect future governance, committee composition and board succession planning. Shareholder votes also confirmed the current director slate, approved executive compensation on an advisory basis, and ratified the independent auditor—key routine governance items investors watch for signals about shareholder support and corporate oversight. All official documents and vote tallies are filed in the Company’s Form 8-K (accession 0001193125-26-234741).