CHOICE HOTELS INTERNATIONAL INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of eleven Directors: Brian B. Bainum

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Brian B. Bainum”): 44,770,161 for, 373,329 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,390,604 for, 1,528 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: Donna F. Vieira

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Donna F. Vieira”): 45,132,324 for, 31,259 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,392,099 for, 33 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: Ervin R. Shames

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Ervin R. Shames”): 43,140,459 for, 2,022,733 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 12,898,571 for, 493,561 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: Gordon A. Smith

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Gordon A. Smith”): 44,791,422 for, 371,081 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,390,440 for, 1,640 against, 5,097 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: John P. Tague

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: John P. Tague”): 44,790,017 for, 372,863 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,389,523 for, 2,609 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: Liza K. Landsman

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Liza K. Landsman”): 45,101,715 for, 61,689 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,392,047 for, 85 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: Maureen D. Sullivan

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Maureen D. Sullivan”): 44,824,201 for, 339,389 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,390,492 for, 1,640 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: Monte J.M. Koch

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Monte J. M. Koch”): 44,792,032 for, 371,322 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,389,463 for, 2,669 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: Patrick S. Pacious

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Patrick S. Pacious”): 44,838,223 for, 325,194 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,390,552 for, 1,580 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: Stewart W. Bainum, Jr.

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Stewart W. Bainum, Jr.”): 44,643,965 for, 508,318 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,390,400 for, 1,732 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Election of eleven Directors: William L. Jews

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: William L. Jews”): 44,675,270 for, 487,767 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of these proposals were as follows: Proposal 1 The Company's shareholders elected the following eleven directors to hold office for a term of one year ending at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,371,189 for, 20,943 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO PERMIT THE EXCULPATION OF OFFICERS.

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“2. An amendment to the Company's Restated Certificate of Incorporation to permit the exculpation of officers”): 43,387,110 for, 1,724,328 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 The Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to permit the exculpation of officers.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,365,742 for, 26,390 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

Description as filed by funds: Advisory approval of the compensation of the Company's named executive officers.

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“3. An advisory vote on executive compensation of the Company's named executive officers”): 44,778,133 for, 359,721 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 The Company's shareholders approved an advisory vote on executive compensation of the Company's named executive officers.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 90 managers: 13,390,279 for, 931 against, 5,045 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 293 managers: 19,963,052 for, 264,534 against, 9,668 abstained, 280 not voted, 377 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“4. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 47,277,579 for, 146,598 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 13,390,295 for, 1,837 against, 5,045 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.