{"filing":{"accession_number":"0001193125-26-234741","cik":"0001046311","ticker":"CHH","company_name":"CHOICE HOTELS INTERNATIONAL INC /DE","form":"8-K","filing_date":"2026-05-21","report_date":null,"primary_document":"d946018d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1046311/000119312526234741/d946018d8k.htm"},"events":[{"id":9426,"run_id":8266,"accession_number":"0001193125-26-234741","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"summary":"Choice Hotels held its Annual Meeting of Shareholders on May 21, 2026, with shareholders voting on four proposals: election of eleven directors, advisory vote on executive compensation, amendment to the Certificate of Incorporation to expand the Board size range from 3-12 to 5-15 directors, and ratification of Ernst \u0026 Young LLP as independent auditor. All four proposals passed with substantial majorities.","company_name":"CHOICE HOTELS INTERNATIONAL INC /DE","ticker":"CHH","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":1064,"accession_number":"0001193125-26-234741","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.85,"reasoning":"This Item 5.03 discloses amendments to the Certificate of Incorporation and Bylaws to increase the Board size range from 3-12 directors to 5-15 directors, approved by shareholders at the May 21, 2026 Annual Meeting. While these are formal corporate governance changes, they are routine administrative amendments that do not affect the registrant's financial condition, operations, or investor risk profile in a material way—they simply expand the Board's potential size range without triggering any of the specific material event categories (M\u0026A, executive changes, financial restatements, etc.).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:55:47.560408+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1065,"accession_number":"0001193125-26-234741","item_number":"5.07","item_title":null,"event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is a classic Item 5.07 disclosure of shareholder vote results from an Annual Meeting. The filing reports voting outcomes on four proposals: (1) election of eleven directors, (2) advisory vote on executive compensation, (3) amendment to Certificate of Incorporation to expand Board size range, and (4) ratification of Ernst \u0026 Young LLP as independent auditor. All proposals passed with substantial majorities, making this a material governance event that investors rely on to assess board composition and corporate oversight.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:55:47.560408+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1064,"accession_number":"0001193125-26-234741","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.85,"reasoning":"This Item 5.03 discloses amendments to the Certificate of Incorporation and Bylaws to increase the Board size range from 3-12 directors to 5-15 directors, approved by shareholders at the May 21, 2026 Annual Meeting. While these are formal corporate governance changes, they are routine administrative amendments that do not affect the registrant's financial condition, operations, or investor risk profile in a material way—they simply expand the Board's potential size range without triggering any of the specific material event categories (M\u0026A, executive changes, financial restatements, etc.).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:55:47.560408+00:00","company_name":"CHOICE HOTELS INTERNATIONAL INC /DE","ticker":"CHH","filing_date":"2026-05-21"},{"id":1065,"accession_number":"0001193125-26-234741","item_number":"5.07","item_title":null,"event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is a classic Item 5.07 disclosure of shareholder vote results from an Annual Meeting. The filing reports voting outcomes on four proposals: (1) election of eleven directors, (2) advisory vote on executive compensation, (3) amendment to Certificate of Incorporation to expand Board size range, and (4) ratification of Ernst \u0026 Young LLP as independent auditor. All proposals passed with substantial majorities, making this a material governance event that investors rely on to assess board composition and corporate oversight.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:55:47.560408+00:00","company_name":"CHOICE HOTELS INTERNATIONAL INC /DE","ticker":"CHH","filing_date":"2026-05-21"}]}