{"url_path":"/sec/chh/8-k/2026-05-21/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1046311/0001193125-26-234741-index.html","accession_number":"0001193125-26-234741","cik":"0001046311","ticker":"CHH","issuer_name":"CHOICE HOTELS INTERNATIONAL INC /DE","edgar_url":"https://www.sec.gov/Archives/edgar/data/1046311/0001193125-26-234741-index.html","primary_entity_key":"0001046311","primary_entity_name":"CHOICE HOTELS INTERNATIONAL INC /DE"},"word_count":345,"has_tables":true,"body_markdown":"Item 5.03\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nCertificate of Incorporation\n\nOn May 21, 2026, Choice Hotels International, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended and restated on October 15, 1997, as further amended on April 30, 2013 and further amended on May 16, 2024 (the “Certificate of Incorporation”), to increase the size of the Board from a range of three to twelve directors to a new range of five to fifteen directors, as further described in “Proposal No. 3-Approval of an Amendment to the Certificate of Incorporation Increasing the Board Size Range” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”).\n\nFollowing approval by the shareholders of the Amendment at the Annual Meeting, on May 21, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to give effect to the Amendment.\n\nThe foregoing summary description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\nThird Amended and Restated Bylaws\n\nOn May 20, 2026, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Second Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), effective as of 5 p.m. on May 21, 2026. The Amended Bylaws update the size of the Board to a range of five to fifteen directors.\n\nThe foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference."}