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CHOICE HOTELS INTERNATIONAL INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CHOICE HOTELS INTERNATIONAL INC.’s Form 8-K, filed May 15, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 15Ballot items
  • 377Asset managers
  • 5,035Fund votes
  • May 15, 2025Meeting date

Results at a glance

Meeting of May 15, 2025: 15 items on CHOICE HOTELS INTERNATIONAL INC.’s Form 8-K, filed May 15, 2025: 11 elected · 4 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CHOICE HOTELS INTERNATIONAL INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by CHOICE HOTELS INTERNATIONAL INC.

These tallies are CHOICE HOTELS INTERNATIONAL INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 15, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CHOICE HOTELS INTERNATIONAL INC. — official shareholder meeting results, meeting held May 15, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Brian B. Bainum 42,032,742494,46038,456 --2,030,899 99%Elected—
Elect Director: Stewart W. Bainum, Jr. 41,999,065543,42123,172 --2,030,899 99%Elected—
Elect Director: William L. Jews 42,001,710547,56616,382 --2,030,899 99%Elected—
Elect Director: Monte J. M. Koch 42,033,844517,73814,076 --2,030,899 99%Elected—
Elect Director: Liza K. Landsman 42,318,954231,54315,161 --2,030,899 99.4%Elected—
Elect Director: Patrick S. Pacious 42,113,998437,73113,929 --2,030,899 99%Elected—
Elect Director: Ervin R. Shames 41,003,9481,547,64514,065 --2,030,899 96%Elected—
Elect Director: Gordon A. Smith 41,702,683848,32814,647 --2,030,899 98%Elected—
Elect Director: Maureen D. Sullivan 42,157,230394,68313,745 --2,030,899 99.0%Elected—
Elect Director: John P. Tague 41,894,913656,81313,932 --2,030,899 98%Elected—
Elect Director: Donna F. Vieira 42,380,535171,64513,478 --2,030,899 99.5%Elected—
2. An advisory vote on executive compensation of the Company's named executive officers 40,256,2852,240,28769,086 --2,030,899 95%Approved—
Proposal 3: Approval of the Company's 2025 Long-Term Incentive Plan." The foregoing description of the 2025 LTIP and the summary of the 2025 LTIP contained in the Proxy Statement are qualified in their entirety by reference to the full text of the 2025 LTIP fi 41,945,621576,36343,674 --2,030,899 99%Approved—
4. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 44,481,96794,64619,944 --0 99.7%Approved—
5. A shareholder proposal requesting the Company consider a simple majority vote requirement in the Company's organizational documents 41,192,2761,324,25649,126 --2,030,899 97%Approved—

Source: CHOICE HOTELS INTERNATIONAL INC., Form 8-K, filed with the SEC on May 15, 2025 — read the filing on EDGAR.

How asset managers voted at the CHOICE HOTELS INTERNATIONAL INC. 2024-2025 meeting

Each item below shows how the 377 asset managers that disclosed a CHOICE HOTELS INTERNATIONAL INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Brian B. Bainum

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 42,032,742AGAINST: 494,460
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Brian B. Bainum”): 42,032,742 for, 494,460 against, per its Form 8-K filed May 15, 2025 (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 2026 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.

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: 86 asset managers voting on “Election of Directors: Brian B. Bainum” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,895,975 for, 1,647 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Brian B. Bainum” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 847 for, 138,000 against.

2. Elect Director: Donna F. Vieira

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 42,380,535AGAINST: 171,645
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Donna F. Vieira”): 42,380,535 for, 171,645 against, per its Form 8-K filed May 15, 2025 (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 2026 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.5% 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: 86 asset managers voting on “Election of Directors: Donna F. Vieira” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,896,802 for, 820 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Donna F. Vieira” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 847 for, 138,000 against.

3. Elect Director: Ervin R. Shames

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 41,003,948AGAINST: 1,547,645
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Ervin R. Shames”): 41,003,948 for, 1,547,645 against, per its Form 8-K filed May 15, 2025 (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 2026 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.

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: 86 asset managers voting on “Election of Directors: Ervin R. Shames” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,709194 00For
Eaton Vance988,1696,688 00For
BlackRock675,4310 00For
Virtus661,730416 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab0244,477 00Against
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert0109,220 00Against
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,516,915 for, 380,707 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Ervin R. Shames” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC0847 00Against

Institutional-manager reports, all 2 managers: 138,847 against.

4. Elect Director: Gordon A. Smith

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,702,683AGAINST: 848,328
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Gordon A. Smith”): 41,702,683 for, 848,328 against, per its Form 8-K filed May 15, 2025 (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 2026 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 98% 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: 86 asset managers voting on “Election of Directors: Gordon A. Smith” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,709194 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS192,3700 00For
Lincoln Financial284,3866,904 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,701,713 for, 21,795 against, 4,286 abstained, 173,945 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Gordon A. Smith” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 847 for, 138,000 against.

5. Elect Director: John P. Tague

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,894,913AGAINST: 656,813
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: John P. Tague”): 41,894,913 for, 656,813 against, per its Form 8-K filed May 15, 2025 (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 2026 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 98% 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: 86 asset managers voting on “Election of Directors: John P. Tague” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,895,122 for, 2,500 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: John P. Tague” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC0847 00Against

Institutional-manager reports, all 2 managers: 138,847 against.

6. Elect Director: Liza K. Landsman

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 42,318,954AGAINST: 231,543
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Liza K. Landsman”): 42,318,954 for, 231,543 against, per its Form 8-K filed May 15, 2025 (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 2026 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.4% 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: 86 asset managers voting on “Election of Directors: Liza K. Landsman” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,896,538 for, 1,084 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Liza K. Landsman” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 847 for, 138,000 against.

7. Elect Director: Maureen D. Sullivan

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 42,157,230AGAINST: 394,683
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Maureen D. Sullivan”): 42,157,230 for, 394,683 against, per its Form 8-K filed May 15, 2025 (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 2026 Annual Meeting of Shareholders or until their respective successors are elected and qualified.”
Support: 99.0% 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: 86 asset managers voting on “Election of Directors: Maureen D. Sullivan” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,895,061 for, 2,561 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Maureen D. Sullivan” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 847 for, 138,000 against.

8. Elect Director: Monte J. M. Koch

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 42,033,844AGAINST: 517,738
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Monte J. M. Koch”): 42,033,844 for, 517,738 against, per its Form 8-K filed May 15, 2025 (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 2026 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.

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: 86 asset managers voting on “Election of Directors: Monte J.M. Koch” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,709194 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,895,203 for, 2,419 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Monte J.M. Koch” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC0847 00Against

Institutional-manager reports, all 2 managers: 138,847 against.

9. Elect Director: Patrick S. Pacious

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 42,113,998AGAINST: 437,731
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Patrick S. Pacious”): 42,113,998 for, 437,731 against, per its Form 8-K filed May 15, 2025 (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 2026 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.

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: 86 asset managers voting on “Election of Directors: Patrick S. Pacious” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,895,975 for, 1,647 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Patrick S. Pacious” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH138,0000 00For
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 138,847 for.

10. Elect Director: Stewart W. Bainum, Jr.

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 41,999,065AGAINST: 543,421
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: Stewart W. Bainum, Jr.”): 41,999,065 for, 543,421 against, per its Form 8-K filed May 15, 2025 (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 2026 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.

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: 86 asset managers voting on “Election of Directors: Stewart W. Bainum, Jr.” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,709194 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,895,844 for, 1,778 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: Stewart W. Bainum, Jr.” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH138,0000 00For
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 138,847 for.

11. Elect Director: William L. Jews

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 42,001,710AGAINST: 547,566
Details: description as filed, official tally, votes by 89 asset managers

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

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Elect Director: William L. Jews”): 42,001,710 for, 547,566 against, per its Form 8-K filed May 15, 2025 (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 2026 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.

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: 86 asset managers voting on “Election of Directors: William L. Jews” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance988,1696,688 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,880,842 for, 16,780 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “Election of Directors: William L. Jews” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH138,0000 00For
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 138,847 for.

12. Proposal 3: Approval of the Company's 2025 Long-Term Incentive Plan." The foregoing description of the 2025 LTIP and…

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%
FOR: 41,945,621AGAINST: 576,363
Details: description as filed, official tally, votes by 90 asset managers

Description as filed by funds: APPROVAL OF THE CHOICE HOTELS INTERNATIONAL, INC. 2025 LONG-TERM INCENTIVE PLAN.

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“Proposal 3: Approval of the Company's 2025 Long-Term Incentive Plan." The foregoing description of the 2025 LTIP and the summary of the 2025 LTIP contained in the Proxy Statement are qualified in their entirety by refere”): 41,945,621 for, 576,363 against — passed, per its Form 8-K filed May 15, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 The Company's shareholders approved the 2025 LTIP.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 9,898,545 for, 19,705 against, 0 abstained.

FOR
FOR: 9,898,545AGAINST: 19,705ABSTAIN: 0
Largest asset managers voting on “APPROVAL OF THE CHOICE HOTELS INTERNATIONAL, INC. 2025 LONG-TERM INCENTIVE PLAN.” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
UNITED CAPITAL FINANCIAL ADVISORS, LLC25,6570 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

13. 2. An advisory vote on executive compensation of the Company's named executive officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 11 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 40,256,285AGAINST: 2,240,287
Details: description as filed, official tally, votes by 377 asset managers

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 (“2. An advisory vote on executive compensation of the Company's named executive officers”): 40,256,285 for, 2,240,287 against — passed, per its Form 8-K filed May 15, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 The Company's shareholders approved an advisory vote on executive compensation of the Company's named executive officers.”
Support: 95% 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: 86 asset managers voting on “Advisory approval of the compensation of the Company's Named Executive Officers.” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,709194 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus661,730416 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial285,9045,386 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert0109,220 00Against
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock9,19726,922 00Mixed
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
AGF Investments Trust20,6820 00For
Columbia Threadneedle18,8870 00For

Fund voting reports, all 86 managers: 9,719,882 for, 173,381 against, 18,817 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 315 asset managers voting on “Advisory approval of the compensation of the Company's Named Executive Officers.” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BAMCO INC /NY/4,197,3630 00For
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC3,594,3940 00For
ATLANTA CAPITAL MANAGEMENT CO L L C1,863,5900 00For
Fundsmith LLP0733,892 00Against
Boston Trust Walden Co452,3420 00For
State Street405,4300 00For
Wellington368,3330 00For
RAYMOND JAMES & ASSOCIATES0316,869 00Against
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST266,7160 00For
BlackRock265,355249 00For
Charles Schwab248,5860 00For
Voya193,0500 00For
ENVESTNET ASSET MANAGEMENT INC0192,597 00Against
UBS0166,683 00Against
GEODE CAPITAL MANAGEMENT, LLC165,9270 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC159,0190 00For
Northern Trust158,7920 00For
BARON CAPITAL MANAGEMENT INC /NY/157,9310 00For
Natixis0152,331 00Against
Erste Asset Management GmbH0138,000 00Against
STIFEL NICOLAUS & CO INC \MO\123,8320 00For
RBC Capital Markets, LLC120,3260 00For
Calvert0117,634 00Against
LORD, ABBETT & CO. LLC103,3370 00For
Citadel91,8010 00For

Institutional-manager reports, all 315 managers: 14,164,355 for, 2,270,535 against, 1,534 abstained, 614 not voted. Showing the 25 largest; see all in the interactive database.

14. 4. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal…

Official resultFund totals may overlapAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

99.7% Approved · of votes cast

FOR 99.7%
FOR: 44,481,967AGAINST: 94,646
Details: description as filed, official tally, votes by 90 asset managers

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, 2025.

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, 2025”): 44,481,967 for, 94,646 against — passed, per its Form 8-K filed May 15, 2025 (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, 2025.”
Support: 99.7% 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: 86 asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock675,4310 00For
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity172,5810 00For
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust34,9900 00For
PROFESSIONALLY MANAGED PORTFOLIOS32,3550 00For
ALPS ETF Trust29,2430 00For
Equitable25,0210 00For
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,897,514 for, 108 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH138,0000 00For
apricus wealth, LLC0847 00Against

Institutional-manager reports, all 2 managers: 138,000 for, 847 against.

15. 5. A shareholder proposal requesting the Company consider a simple majority vote requirement in the Company's…

Official resultFund totals may overlapCORPORATE GOVERNANCEReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 41,192,276AGAINST: 1,324,256
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: APPROVAL OF A SHAREHOLDER PROPOSAL REQUESTING THE COMPANY CONSIDER A SIMPLE MAJORITY VOTE REQUIREMENT IN OUR ORGANIZATIONAL DOCUMENTS.

CHOICE HOTELS INTERNATIONAL INC.’s own tally for this item (“5. A shareholder proposal requesting the Company consider a simple majority vote requirement in the Company's organizational documents”): 41,192,276 for, 1,324,256 against — passed, per its Form 8-K filed May 15, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 The Company's shareholders approved a shareholder proposal requesting the Company consider a simple majority vote requirement in the Company's organizational documents.”
Support: 97% 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: 86 asset managers voting on “APPROVAL OF A SHAREHOLDER PROPOSAL REQUESTING THE COMPANY CONSIDER A SIMPLE MAJORITY VOTE REQUIREMENT IN OUR O” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)3,503,4420 00For
Vanguard1,274,9030 00For
Eaton Vance994,8570 00For
BlackRock3675,428 00Against
Virtus662,1460 00For
BARON SELECT FUNDS400,0000 00For
BOSTON TRUST WALDEN FUNDS366,3150 00For
Lincoln Financial291,2900 00For
Delaware/Macquarie244,9000 00For
Charles Schwab244,4770 00For
Voya193,0500 00For
Fidelity157,92814,653 00Mixed
FENIMORE ASSET MANAGEMENT TRUST115,3500 00For
Calvert109,2200 00For
First Trust83,9210 00For
Lord Abbett81,3100 00For
WisdomTree55,3170 00For
Invesco37,1950 00For
John Hancock36,1190 00For
Two Roads Shared Trust034,990 00Against
PROFESSIONALLY MANAGED PORTFOLIOS032,355 00Against
ALPS ETF Trust29,2430 00For
Equitable22,0332,988 00Mixed
Columbia Threadneedle18,8870 00For
Jackson National17,7740 00For

Fund voting reports, all 86 managers: 9,101,775 for, 795,847 against, 4,117 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 2 asset managers voting on “APPROVAL OF A SHAREHOLDER PROPOSAL REQUESTING THE COMPANY CONSIDER A SIMPLE MAJORITY VOTE REQUIREMENT IN OUR O” at CHOICE HOTELS INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Erste Asset Management GmbH0138,000 00Against
apricus wealth, LLC8470 00For

Institutional-manager reports, all 2 managers: 847 for, 138,000 against.

Largest CHOICE HOTELS INTERNATIONAL INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 46,589,011 shares outstanding at the time of that meeting.

Fund voting reports: top CHOICE HOTELS INTERNATIONAL INC. shareholders by shares voted on “Advisory approval of the compensation of the Company's Named Executive Officers.”, 2024-2025
#Asset manager % of shares outstanding
1BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) 7.52%
2Vanguard 2.74%
3Eaton Vance 2.14%
4BlackRock 1.45%
5Virtus 1.42%
6BARON SELECT FUNDS 0.86%
7BOSTON TRUST WALDEN FUNDS 0.79%
8Lincoln Financial 0.63%
9Delaware/Macquarie 0.53%
10Charles Schwab 0.52%
Institutional-manager reports: top CHOICE HOTELS INTERNATIONAL INC. shareholders by shares voted on “Advisory approval of the compensation of the Company's Named Executive Officers.”, 2024-2025
#Asset manager % of shares outstanding
1BAMCO INC /NY/ 9.01%
2KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC 7.72%
3ATLANTA CAPITAL MANAGEMENT CO L L C 4.00%
4Fundsmith LLP 1.58%
5Boston Trust Walden Co 0.97%
6State Street 0.87%
7Wellington 0.79%
8RAYMOND JAMES & ASSOCIATES 0.68%
9MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 0.57%
10BlackRock 0.57%

Reported CHOICE HOTELS INTERNATIONAL INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CHOICE HOTELS INTERNATIONAL INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Bruce D. Bainum 21.68% DEF14A
Barbara J. Bainum 21.35% DEF14A
Roberta D. Bainum 20.72% DEF14A
Stewart W. Bainum, Jr. 20.63% DEF14A
White Oak Legacy, Inc. 14.64% DEF14A
Ronald Baron 10.20% DEF14A
Kayne Anderson Rudnick 9.26% DEF14A
Morgan Stanley 7.58% 13G
Vanguard Group 5.49% 13F
BlackRock 4.86% 13F

Percentages above are of 46,589,011 shares outstanding, as reported by CHOICE HOTELS INTERNATIONAL INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CHOICE HOTELS INTERNATIONAL INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At CHOICE HOTELS INTERNATIONAL INC.'s shareholder meeting held May 15, 2025, in the 2024-2025 proxy season, 377 asset managers reported how they voted on 15 ballot items in their SEC Form N-PX filings, covering 5,035 separate fund positions. On the most widely held item on that ballot — Advisory approval of the compensation of the Company's Named Executive Officers. — CHOICE HOTELS INTERNATIONAL INC.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: CHOICE HOTELS INTERNATIONAL INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 15, 2025.

CHOICE HOTELS INTERNATIONAL INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.