8-K

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)

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):

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:

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.

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:

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:

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:

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.