Choice Hotels International (CHH) Proxy Filing summary

Executive summary

• 2024 saw strong performance, with record revenue over $1.5B, 3.3% net global system size growth, and successful integration of Radisson Americas brands.

• Strategic investments in technology, digital marketing, and rate management tools are planned to drive future growth.

• Shareholder returns exceeded $435M through dividends and share repurchases, with over 6% of shares repurchased in 2024.

• The company maintains a robust balance sheet with ~$700M in available liquidity.

Voting matters and shareholder proposals

• Shareholders are asked to elect eleven directors, approve executive compensation, the 2025 Long-Term Incentive Plan, ratify Ernst & Young LLP as auditor, and approve a shareholder proposal for a simple majority vote requirement.

• The Board recommends voting FOR all proposals, including the shareholder proposal to consider a simple majority vote requirement.

Board of directors and corporate governance

• The Board consists of eleven members, eight of whom are independent, with a mix of tenures and diverse backgrounds.

• Separate Chairman and CEO roles, a lead independent director, and regular executive sessions are in place.

• Committees include Audit, Human Capital and Compensation, Corporate Governance and Nominating, and Diversity, all with independent members.

• Annual board and committee assessments, director training, and succession planning are emphasized.