Item 5. Other Information
ITEM 5. OTHER INFORMATION
Director and Officer Trading Arrangements
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):
Name
( Title )
Action Taken (Date of Action)
Type of Trading Arrangement
Nature of Trading Arrangement
Duration of Trading Arrangement
Aggregate Number of Securities Covered
Patrick Pacious
( President and Chief Executive Officer )
Adopted ( March 14, 2024 )
Rule 10b5-1 trading arrangement
Sale
(1)
(1)
Simone Wu
( Senior Vice President, General Counsel, Corporate Secretary & External Affairs )
Adopted ( March 14, 2024 )
Rule 10b5-1 trading arrangement
Sale
(2)
(2)
Dominic Dragisich
( Executive Vice President, Operations and Chief Global Brand Officer )
Adopted ( March 14, 2024 )
Rule 10b5-1 trading arrangement
Sale
(3)
(3)
Patrick Cimerola
( Chief Human Resources Officer )
Adopted ( March 14, 2024 )
Rule 10b5-1 trading arrangement
Sale
(4)
(4)
(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.
(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.
(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.
(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.
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ITEM 6. EXHIBITS
Exhibit Number and Description
Exhibit
Number Description
3.01(a) Restated Certificate of Incorporation of Choice Hotels Franchising, Inc. (renamed Choice Hotels International, Inc.)
3.02(b) Amendment to the Restated Certificate of Incorporation of Choice Hotels International, Inc. dated April 26, 2013
3.03(c) Amended and Restated Bylaws of Choice Hotels International, Inc. dated February 15, 2010
3.04(d) Amendment to the Amended and Restated Bylaws of Choice Hotels International, Inc. dated April 24, 2015
3.05(e) Amendment to the Amended and Restated Bylaws of Choice Hotels International, Inc. dated January 12, 2016
31.1* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2* Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
(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. No. 333-62543).
(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.
(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.
(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.
(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.
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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 thereunto duly authorized.
CHOICE HOTELS INTERNATIONAL, INC.
May 8, 2024 By: /s/ PATRICK S. PACIOUS
Patrick S. Pacious
President & Chief Executive Officer
CHOICE HOTELS INTERNATIONAL, INC.
May 8, 2024 By: /s/ SCOTT E. OAKSMITH
Scott E. Oaksmith
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.