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 |
