Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 21, 2017
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CHOICE HOTELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-13393 | | 52-1209792 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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1 Choice Hotels Circle, Suite 400, Rockville, Maryland | | 20850 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (301) 592-5000
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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):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o |
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. o |
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2017 Annual Meeting held on April 21, 2017, five proposals were submitted to the Company's stockholders. The final voting results of these proposals were as follows:
Proposal 1
The Company's stockholders elected the following nine directors to serve for a one-year term ending at the 2018 Annual Meeting, or until their respective successors are elected and qualified. The voting results are set forth below:
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
Barbara T. Alexander | 49,939,225 |
| | 65,294 |
| | 10,205 |
| | 3,087,686 |
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Steward W. Bainum, Jr. | 49,554,170 |
| | 439,718 |
| | 20,836 |
| | 3,087,686 |
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William L. Jews | 49,539,162 |
| | 464,382 |
| | 11,140 |
| | 3,087,686 |
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Stephen P. Joyce | 49,972,531 |
| | 20,815 |
| | 21,378 |
| | 3,087,686 |
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Monte J. M. Koch | 49,795,916 |
| | 208,666 |
| | 10,142 |
| | 3,087,686 |
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Liza K. Landsman | 49,993,561 |
| | 10,753 |
| | 10,370 |
| | 3,087,686 |
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Scott A. Renschler. | 49,612,676 |
| | 389,158 |
| | 12,890 |
| | 3,087,686 |
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Ervin R. Shames | 49,545,769 |
| | 457,785 |
| | 11,170 |
| | 3,087,686 |
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John P. Tague | 49,793,215 |
| | 211,059 |
| | 10,410 |
| | 3,087,686 |
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Proposal 2
The Company's stockholders approved an advisory vote for annual advisory votes on executive compensation. The voting results are set forth below:
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1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Vote |
47,158,582 |
| | 43,280 |
| | 2,756,361 |
| | 56,471 |
| | 3,087,686 |
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In accordance with voting results for Proposal 2, and consistent with the recommendation of the Board of Directors, the Company has determined that future advisory votes on executive compensation will be held every year. Accordingly, the next advisory vote on executive compensation will be head at the Annual Meeting of Stockholders in 2018.
Proposal 3
The Company's stockholders approved an advisory vote on executive compensation. The voting results are set forth below:
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Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
49,642,951 |
| | 306,794 |
| | 64,949 |
| | 3,087,686 |
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Proposal 4
The Company's stockholders approved the Choice Hotels International, Inc. 2017 Long-Term Incentive Plan. The voting results are set forth below:
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Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
48,691,383 |
| | 1,288,199 |
| | 35,112 |
| | 3,087,686 |
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Proposal 5
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The voting results are set forth below:
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Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
53,075,184 |
| | 13,839 |
| | 13,357 |
| | 0 |
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 10.1 Choice Hotels International, Inc. 2017 Long-Term Incentive Plan
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.
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Date: | April 24, 2017 | | | | | /s/ Simone Wu |
| | | | | | Simone Wu |
| | | | | | Senior Vice President, General Counsel, Corporate Secretary & External Affairs |