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EX-10.1 - EXHIBIT 10.1 - CHOICE HOTELS INTERNATIONAL INC /DEexhibit101-ltip.htm


 
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): April 21, 2017
  _____________________________________________________ 
 CHOICE HOTELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 _____________________________________________________ 
  
 
 
 
 
 
Delaware
 
001-13393
 
52-1209792
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
 
 
 
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
  _____________________________________________________  
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):
 
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))
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
 





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:
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker
Non-Vote
Barbara T. Alexander
49,939,225

 
65,294

 
10,205

 
3,087,686

Steward W. Bainum, Jr.
49,554,170

 
439,718

 
20,836

 
3,087,686

William L. Jews
49,539,162

 
464,382

 
11,140

 
3,087,686

Stephen P. Joyce
49,972,531

 
20,815

 
21,378

 
3,087,686

Monte J. M. Koch
49,795,916

 
208,666

 
10,142

 
3,087,686

Liza K. Landsman
49,993,561

 
10,753

 
10,370

 
3,087,686

Scott A. Renschler.
49,612,676

 
389,158

 
12,890

 
3,087,686

Ervin R. Shames
49,545,769

 
457,785

 
11,170

 
3,087,686

John P. Tague
49,793,215

 
211,059

 
10,410

 
3,087,686

Proposal 2
The Company's stockholders approved an advisory vote for annual advisory votes on executive compensation. The voting results are set forth below:
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Vote
47,158,582

 
43,280

 
2,756,361

 
56,471

 
3,087,686

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:
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Vote
49,642,951

 
306,794

 
64,949

 
3,087,686

Proposal 4
The Company's stockholders approved the Choice Hotels International, Inc. 2017 Long-Term Incentive Plan. The voting results are set forth below:
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Vote
48,691,383

 
1,288,199

 
35,112

 
3,087,686







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:
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Vote
53,075,184

 
13,839

 
13,357

 
0


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.
 
 
 
 
 
 
 
 
Date:
April 24, 2017
 
 
 
 
/s/ Simone Wu
 
 
 
 
 
 
Simone Wu
 
 
 
 
 
 
Senior Vice President, General Counsel, Corporate Secretary & External Affairs