{"url_path":"/sec/chh/proxy/2026-05-20/000119312526232620","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1046311/0001193125-26-232620-index.html","accession_number":"0001193125-26-232620","cik":"0001046311","ticker":"CHH","issuer_name":"CHOICE HOTELS INTERNATIONAL INC /DE","edgar_url":"https://www.sec.gov/Archives/edgar/data/1046311/0001193125-26-232620-index.html","primary_entity_key":"0001046311","primary_entity_name":"CHOICE HOTELS INTERNATIONAL INC /DE"},"word_count":1367,"has_tables":true,"body_markdown":"DEFA14A\n1\nd128480ddefa14a.htm\nDEFA14A\n\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities Exchange Act of 1934**\n\n**(Amendment No.  )**\n\nFiled by the Registrant ☒\n\nFiled by a Party other\nthan the Registrant ☐\n\nCheck the appropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n****☐********\n\n**Confidential, for Use of the Commission Only (as permitted by Rule\n14a-6(e)(2))**\n\n☐\n\nDefinitive Proxy Statement\n\n☒\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material under §240.14a-12\n\n**CHOICE HOTELS INTERNATIONAL INC**\n\n**(Name of Registrant as Specified In Its Charter)**\n\n**(Name of Person(s) Filing Proxy Statement, if other than the Registrant)**\n\nPayment of Filing Fee (Check the appropriate box):\n\n☒\n\nNo fee required.\n\n☐\n\nFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n(1)\n\nTitle of each class of securities to which transaction applies:\n\n(2)\n\nAggregate number of securities to which transaction applies:\n\n(3)\n\nPer unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):\n\n(4)\n\nProposed maximum aggregate value of transaction:\n\n(5)\n\nTotal fee paid:\n\n☐\n\nFee paid previously with preliminary materials.\n\n☐\n\nCheck box if any part of the fee is offset as provided by Exchange Act Rule\n0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.\n\n(1)\n\nAmount Previously Paid:\n\n(2)\n\nForm, Schedule or Registration Statement No.:\n\n(3)\n\nFiling Party:\n\n(4)\n\nDate Filed:\n\n**CHOICE HOTELS INTERNATIONAL, INC.**\n\n**SUPPLEMENT TO DEFINITIVE PROXY STATEMENT DATED APRIL 22, 2026**\n\nThis proxy statement supplement (this “Supplement”) dated May 20, 2026, supplements the definitive proxy statement on\nSchedule 14A (the “Proxy Statement”) of Choice Hotels International, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2026, in connection with the solicitation\nof proxies by the Company’s Board of Directors (the “Board”) for the Company’s Annual Meeting of Stockholders to be held on May 21, 2026 (the “Annual Meeting”). The purpose of this Supplement is to provide\ninformation relating to recently announced changes to the Company’s leadership team. This Supplement should be read together with the Proxy Statement.\n\n**Chief Executive Officer Transition**\n\nAs previously disclosed in the press release dated May 20, 2026, and the Current Report on Form\n8-K filed by the Company with the SEC on May 20, 2026, the Company announced a leadership transition under which Patrick S. Pacious will step down as the Company’s President & Chief\nExecutive Officer (“CEO”), effective May 20, 2026. Mr. Pacious will serve as an advisor to the Company through August 31, 2026 (the “Transition Period”) to support the leadership transition. The Board has\nestablished a search committee to conduct a search for a permanent CEO of the Company.\n\nMr. Pacious remains a nominee for election at\nour Annual Meeting to serve until the Company’s next annual meeting of stockholders or until his earlier resignation or a successor is elected and qualified as described under “Proposal No.\n1-Election of Directors” beginning on page 14 of the Proxy Statement.\n\nOn May 20, 2026,\nthe Board appointed Dominic E. Dragisich, the Company’s Chief Growth & Strategy Officer, as the Company’s Interim CEO, effective May 20, 2026. In connection with his appointment, Mr. Dragisich will receive a cash bonus\nof $500,000 to be paid on December 31, 2026, subject to his continued employment through such date, and a time-vesting restricted stock unit award valued at $500,000 that will vest in full on the one-year\nanniversary of the award’s grant date.\n\nMr. Dragisich, age 44, has served as Chief Growth & Strategy Officer since\nMarch 24, 2026. Previously, Mr. Dragisich served as Executive Vice President, Operations and Chief Global Brand Officer from September 2023 to March 2026 and Chief Financial Officer from March 2017 to September 2023. Prior to joining the\nCompany, he was employed by XO Communications as Chief Financial Officer from July 2015 to February 2017 and Vice President, Financial Planning and Analysis and Strategic Finance from September 2014 to July 2015. Before that, he held several\nmanagement positions at Marriott International, NII Holdings, Inc., and Deloitte from 2004 to 2014.\n\nIn connection with the leadership\ntransition, the Company and Mr. Pacious entered into a transition and separation agreement (the “Separation Agreement”) on May 20, 2026. Pursuant to the Separation Agreement, during the Transition Period, Mr. Pacious will\ncontinue to receive his base salary, along with continuation of all employee benefits and perquisites (other than use of corporate aircraft for personal travel) that he was eligible to receive prior to his transition, and Mr. Pacious will\ncontinue to vest in his short-term incentive plan cash bonus in accordance with the written terms of the Company’s short-term incentive plan. During the Transition Period, Mr. Pacious will also be entitled to continue to vest in\naccordance with the written terms of previously granted and unvested equity awards under the Company’s equity incentive plans.\n\nPursuant to the Separation Agreement, and subject to his satisfaction of its terms following the Separation Date (as defined below),\nMr. Pacious will be entitled to the following payments and benefits, which are substantially the same as the payments and benefits payable under his previously agreed to and disclosed Severance Benefit Agreement, as amended, effective\nMay 24, 2022:\n\n•\n\ncash severance equal to 200% of the sum of Mr. Pacious’s base salary and target annual bonus, plus a\npro rata bonus for the 2026 fiscal year (based on the actual attainment level for the Company’s objectives and a 100% achievement of the individual objectives);\n\n•\n\ncontinued vesting in all unvested equity awards granted after May 5, 2011, for a two-year period commencing on August 31, 2026, or such earlier date that Mr. Pacious’s employment with the Company actually terminates (the “Separation Date”), other than\nMr. Pacious’s 2022 time-based and performance-based restricted stock unit awards, which will vest pro rata based on his period of employment through the Separation Date;\n\n•\n\neligibility to receive monthly cash payments equal to the cost of premiums for coverage comparable to the\nCompany’s health and welfare insurance coverage (less the premium amount paid by active employees of the Company) from the Separation Date until September 30, 2032, to the extent that Mr. Pacious is not eligible for coverage under\nanother employer’s plans;\n\n•\n\ncontinued “Stay at Choice” benefits for the remainder of 2026 of up to $40,000, and thereafter\nthrough 2037, an annual benefit of $25,000, in all cases without any tax gross-up; and\n\n•\n\nreimbursement of up to $50,000 in fees for legal counsel and public relations advisors in connection with the\nSeparation Agreement and related announcements.\n\nEach of the Company and Mr. Pacious is providing a release of\nclaims and Mr. Pacious has agreed to comply with obligations to which Mr. Pacious is subject that are intended to survive the termination of his employment with the Company, including, without limitation, confidentiality, non-competition, non-solicitation, non-disparagement, and other customary terms and conditions.\n\nThe foregoing summary description of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by\nreference to the Separation Agreement, a copy of which has been filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on May 20, 2026.\n\n**Voting Matters**\n\nThis\nSupplement does not change the proposals to be acted upon at the Annual Meeting or the recommendations of the Board in relation thereto, which are described in the Proxy Statement. As a stockholder, your vote is very important, and the Board\nencourages you to exercise your right to vote whether or not you plan to attend the Annual Meeting. If you have already voted by mail, online, or by telephone, you do not need to take any action unless you wish to change your vote. Proxy cards or\nvoting instruction forms already returned by stockholders will remain valid and will be voted at the Annual Meeting unless revoked.\n\n**The Company’s Notice of Annual Meeting, the Proxy Statement, and the Company’s Annual Report on Form 10-K are available at www.envisionreports.com/chh.**"}