Choice Hotels International Inc — Current Report (Form 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): May 21, 2026

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):

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

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. ☐

Certificate of Incorporation

On May 21, 2026, Choice Hotels International, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended and restated on October 15, 1997, as further amended on April 30, 2013 and further amended on May 16, 2024 (the “Certificate of Incorporation”), to increase the size of the Board from a range of three to twelve directors to a new range of five to fifteen directors, as further described in “Proposal No. 3-Approval of an Amendment to the Certificate of Incorporation Increasing the Board Size Range” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”).

Following approval by the shareholders of the Amendment at the Annual Meeting, on May 21, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to give effect to the Amendment.

The foregoing summary description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Third Amended and Restated Bylaws

On May 20, 2026, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Second Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), effective as of 5 p.m. on May 21, 2026. The Amended Bylaws update the size of the Board to a range of five to fifteen directors.

The foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

At the Annual Meeting, four 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 eleven directors to hold office for a term of one year ending at the 2027 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 the Company’s named executive officers. The voting results are set forth below:

Proposal 3

The Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the Board size range from three to twelve to five to fifteen. The voting results are set forth below:

Proposal 4

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, 2026. The voting results are set forth below:

(d) Exhibits.

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.