1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this quarterly report.
+Added: The following table describes, for the first quarter of 2024, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is either (i) a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement), or (ii) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
+Added: Action Taken (Date of Action)
+Added: Type of Trading Arrangement
+Added: Nature of Trading Arrangement
+Added: Duration of Trading Arrangement
+Added: Aggregate Number of Securities Covered
+Added: Patrick Pacious
+Added: ( President and Chief Executive Officer )
+Added: Adopted ( March 14, 2024 )
+Added: Rule 10b5-1 trading arrangement
+Added: ( Senior Vice President, General Counsel, Corporate Secretary & External Affairs )
+Added: Adopted ( March 14, 2024 )
+Added: Rule 10b5-1 trading arrangement
+Added: Dominic Dragisich
+Added: ( Executive Vice President, Operations and Chief Global Brand Officer )
+Added: Adopted ( March 14, 2024 )
+Added: Rule 10b5-1 trading arrangement
+Added: Patrick Cimerola
+Added: ( Chief Human Resources Officer )
+Added: Adopted ( March 14, 2024 )
+Added: Rule 10b5-1 trading arrangement
+Added: (1) This trading plan relates to 54,993 shares of the Company's common stock and has a scheduled expiration date of December 20, 2024.
+Added: (2) This trading plan relates to 7,840 shares of the Company's common stock and has a scheduled expiration date of March 1, 2025.
+Added: (3) This trading plan relates to 27,835 shares of the Company's common stock and has a scheduled expiration date of February 28, 2026.
+Added: (4) This trading plan relates to 39,781 shares of the Company's common stock and has a scheduled expiration date of June 17, 2025.
Exhibit Number and Description
3 unchanged sentences
3.02(b) Amendment to the Restated Certificate of Incorporation of Choice Hotels International, Inc.
+Added: dated April 26, 2013
3.03(c) Amended and Restated Bylaws of Choice Hotels International, Inc.
+Added: dated February 15, 2010
3.04(d) Amendment to the Amended and Restated Bylaws of Choice Hotels International, Inc.
+Added: dated April 24, 2015
3.05(e) Amendment to the Amended and Restated Bylaws of Choice Hotels International, Inc.
+Added: dated January 12, 2016
31.1* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
10 unchanged sentences
(a) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Registration Statement on Form S-4, filed August 31, 1998 (Reg.
−Removed: (b) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K filed May 1, 2013.
−Removed: (c) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K filed February 16, 2010.
−Removed: (d) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K filed April 29, 2015.
−Removed: (e) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K filed on January 13, 2016.
+Added: (b) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated April 26, 2013, filed May 1, 2013.
+Added: (c) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated February 15, 2010, filed February 16, 2010.
+Added: (d) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated April 24, 2015, filed April 29, 2015.
+Added: (e) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated January 12, 2016, filed on January 13, 2016.
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 thereunto duly authorized.
CHOICE HOTELS INTERNATIONAL, INC.
−Removed: November 7, 2023 By:
+Added: May 8, 2024 By:
/s/ PATRICK S.
1 unchanged sentence
CHOICE HOTELS INTERNATIONAL, INC.
−Removed: November 7, 2023 By:
+Added: May 8, 2024 By:
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.