1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: 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: The following table describes, for the second 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):
Action Taken (Date of Action)
3 unchanged sentences
Aggregate Number of Securities Covered
−Removed: Patrick Pacious
−Removed: ( President and Chief Executive Officer )
−Removed: Adopted ( March 14, 2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: ( Senior Vice President, General Counsel, Corporate Secretary & External Affairs )
−Removed: Adopted ( March 14, 2024 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: Dominic Dragisich
−Removed: ( Executive Vice President, Operations and Chief Global Brand Officer )
−Removed: Adopted ( March 14, 2024 )
+Added: ( Chief Financial Officer )
+Added: ( June 7, 2024 )
Rule 10b5-1 trading arrangement
−Removed: Patrick Cimerola
−Removed: ( Chief Human Resources Officer )
−Removed: Adopted ( March 14, 2024 )
+Added: ( Chief Commercial Officer )
+Added: Adopted ( May 28, 2024 )
Rule 10b5-1 trading arrangement
−Removed: (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.
−Removed: (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: (1) This trading plan relates to up to 3,961 shares of the Company's common stock and has a scheduled expiration date of March 31, 2025 .
+Added: The actual number of shares that may be sold will (i) depend on the vesting of the underlying performance vested restricted stock units ("PVRSUs"), which are subject to the achievement of certain performance criteria, and (ii) the number of shares that may be withheld to satisfy the minimum tax-withholding requirements related to the vesting of such PVRSUs.
(2) This trading plan relates to 8,712 shares of the Company's common stock and has a scheduled expiration date of February 22, 2026 .
−Removed: (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
4 unchanged sentences
dated April 26, 2013
−Removed: 3.03(c) Amended and Restated Bylaws of Choice Hotels International, Inc.
−Removed: dated February 15, 2010
−Removed: 3.04(d) Amendment to the Amended and Restated Bylaws of Choice Hotels International, Inc.
−Removed: dated April 24, 2015
−Removed: 3.05(e) Amendment to the Amended and Restated Bylaws of Choice Hotels International, Inc.
−Removed: dated January 12, 2016
+Added: 3.03(c) Amendment to the Restated Certificate of Incorporation of Choice Hotels International, Inc., dated May 16, 2024
+Added: 3.04(c) Second Amended and Restated Bylaws of Choice Hotels International, Inc., dated as of May 16, 2024
+Added: 4.01(d) Fifth Supplemental Indenture, dated as of July 2, 2024, between Choice Hotels International, Inc.
+Added: and Computershare Trust Company, N.A.
+Added: (as successor to Wells Fargo Bank, National Association), as trustee
+Added: 10.1(e) Second Amended and Restated Senior Unsecured Credit Agreement, dated as of June 28, 2024, among Choice Hotels International, Inc., Wells Fargo Bank, National Association, as administrative agent, the other agents party thereto and a syndicate of lenders
31.1* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
11 unchanged sentences
(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.
−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 dated February 15, 2010, 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 dated April 24, 2015, 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 dated January 12, 2016, filed on January 13, 2016.
+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 May 15, 2024, filed May 17, 2024.
+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 July 2, 2024, filed July 2, 2024.
+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 June 28, 2024, filed on June 28, 2024.
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: May 8, 2024 By:
+Added: August 8, 2024 By:
/s/ PATRICK S.
1 unchanged sentence
CHOICE HOTELS INTERNATIONAL, INC.
−Removed: May 8, 2024 By:
+Added: August 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.