Choice Hotels International Inc. filed SEC Form 8-K: Leadership Update
$CHH
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 31, 2025
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CHOICE HOTELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code (301 ) 592-5000
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On December 31, 2025, Choice Hotels International, Inc. (the “Company”) entered into a Non-Competition, Non-Solicitation and Severance Benefit Agreement with Raul Ramirez, the Company’s Chief Segment and International Operations Officer. The agreement entered into with Mr. Ramirez is an updated form of Non-Competition, Non-Solicitation and Severance Benefit Agreement (the “2025 SBA”) approved by the Human Capital and Compensation Committee of the Board of Directors of the Company. The 2025 SBA is expected to be used with future executive officers of the Company, subject to further approval by the Committee.
The 2025 SBA is substantially similar to the Company’s prior form of Non-Competition, Non-Solicitation and Severance Benefit Agreement (the “2023 SBA”) but amends the 2023 SBA by, among other things:
•providing that, consistent with the Company’s broad-based severance benefit plan that applies generally to employees of the Company, all severance payments payable under a 2025 SBA will be paid in a single lump sum and providing for a single lump sum payment in lieu of contributions to the cost of health care continuation following termination of employment;
•clarifying the definitions of certain defined terms, including “change in control” and “good reason”;
•adding a new cooperation provision requiring that the employee be reasonably available and cooperate with the Company in any internal or other investigation and/or any administrative, regulatory, or judicial inquiry, investigation, proceeding, or arbitration;
•clarifying that all amounts payable shall be subject to all applicable tax withholding;
•clarifying that the agreement does not restrict the employee’s rights to communicate with government agencies or participate in investigations, affirming rights under the National Labor Relations Act and providing notice under the Defend Trade Secrets Act regarding protected disclosures of trade secrets in certain contexts;
•adding a more detailed provision addressing Section 409A of the Internal Revenue Code (“Section 409A”) matters; and
•making certain other conforming and administrative clarifications.
On the same date, the Company also entered into amendments to the existing Non-Competition, Non-Solicitation and Severance Benefit Agreement (an “Agreement”) with each of Dominic Dragisich, David Pepper, Scott Oaksmith and Simone Wu (each, an “Amendment”) to provide that, to the extent necessary to comply with Section 409A of the Code, any amount of severance payable in connection with a change in control (as defined in the Agreement) that is determined not to be exempt from Section 409A shall be paid in installments in accordance with the Company’s normal payroll practices. The Amendments also clarify that all amounts payable under an Agreement are subject to all applicable tax withholding and add expanded and updated provisions related to protected rights and Section 409A, generally consistent with the 2025 SBA.
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: | /s/ Simone Wu | |||||||||||||||||||
| Simone Wu | ||||||||||||||||||||
| Senior Vice President, General Counsel, Corporate Secretary & External Affairs | ||||||||||||||||||||