Choice Hotels International, Inc. (CHH)
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Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2025

May 15, 2025

Operator

Hello and welcome to the annual meeting of shareholders of Choice Hotels International Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Simone Wu, Senior Vice President, General Counsel, Corporate Secretary, and Head of External Affairs of Choice Hotels International. Ms. Wu, the floor is yours.

Simone Wu
Senior Vice President, General Counsel, Corporate Secretary, and Head of External Affairs, Choice Hotels International

Thank you very much. Good morning, everyone. Welcome to the Choice Hotels International 2025 Annual Shareholders Meeting. We're very pleased to welcome everyone who has called to join us. As was the case for last year, at the conclusion of the formal portion of this meeting, there will be a Q&A with Pat Pacious, our President and CEO. Shareholders who have signed in using their control number can submit questions through the meeting portal, and Pat will answer questions as time permits. I now call this meeting to order. The Choice Hotels Board of Directors set March 17th, 2025, as the record date for this meeting. So only shareholders of stock at the close of business on March 17th were entitled to notice of and to vote at this meeting. On the record date, there were 46,665,006 shares of common stock outstanding and entitled to vote.

Each of the eleven people standing for election to our Board of Directors today is present at the meeting, including our Chairman, Steward Bainum , and our President and Chief Executive Officer, Pat Pacious. I would also like to welcome Jordan Dedona and Han Park of Ernst & Young, the company's independent registered public accounting firm. Jeff Lobb, our Deputy General Counsel, has been appointed as Inspector and Judge of the Election. Jeff has previously delivered his oath to the Chairman. Jeff will now give us a report on the attendance. Jeff?

Jeff Lobb
Deputy General Counsel, Choice Hotels International

Thanks, Simone. A total of 44,228,024 shares of the company's common stock are present at this meeting in person or by proxy. This represents approximately 95% of the outstanding shares of the company. Therefore, a valid quorum is present, and this meeting is authorized to transact any business that may properly come before it.

Simone Wu
Senior Vice President, General Counsel, Corporate Secretary, and Head of External Affairs, Choice Hotels International

Thank you, Jeff. We have delivered to the Chairman for filing affidavits to the effect that on or about April 15th, 2025, a notice of this annual meeting of shareholders, proxies, and the proxy statement were mailed to all shareholders of record on the record date. A complete list of shareholders who own shares of the company's common stock as of the record date, duly certified by the company's transfer agent, Computershare, is available for inspection by shareholders during this meeting on the meeting portal. It is now my pleasure to introduce Stewart Bainum , Chairman of the Board of Directors. In accordance with the bylaws of the company, Stewart will preside over the meeting. Mr. Chairman?

Stewart Bainum
Chairman of the Board of Directors, Choice Hotels International

Thank you, Simone, as always. Welcome, everyone, to Choice Hotels Annual Shareholders Meeting. Thanks to Pat and the management team for another solid year at Choice. I know many of you are anxious to be free by the time the market opens, so we're going to try something a little new and proceed directly to the business of the meeting. The polls are now open, and I'm going to introduce each item of business. First, just a quick housekeeping note, and this is important, so maybe take a note of this. If you previously sent in your proxy or have already voted by telephone or internet, you do not need to take any further action unless you wish to change your vote.

Shareholders who have signed in using their control number and who have not yet voted or wish to change their votes may do so by clicking on the vote icon on the meeting portal and following the instructions there. Any votes received prior to the polls closing will be collected and delivered to our election inspector. We will begin with the election of 11 directors, as Simone just mentioned, all of whom are participating in this meeting. Each will serve a one-year term. We want to keep them on a short leash until the 2026 annual meeting. Before we move to the vote, though, I'd like to just express my sincere thanks to the current board members for the contributions each of them provides to the company. I'm really honored, and this is in my script, but I really mean it. I'm honored to serve alongside these individuals.

The board has nominated the following individuals for reelection: Brian Bainum, Bill Jews, Monte Koch, Liza Landsman, of course, Pat, Pat Pacious, Erv Shames, Gordon Smith, Maureen Sullivan, John Tague, Donna Vieira, and yours truly, Stewart Bainum. If anyone's interested in learning more about the backgrounds of any of these individuals, there's lots of information, most all of it good, in our proxy statement. If you'd like a little more color, feel free to reach out to me to give me a call. A majority of shares represented at this meeting is necessary to elect the nominees for director. Jeff, would you mind reporting on the preliminary results of the voting?

Jeff Lobb
Deputy General Counsel, Choice Hotels International

Sure. Thanks, Stewart. I'm happy to report that a majority of the shares represented at today's meeting have voted in favor of each of the nominees for election to the board. Therefore, each of the 11 named nominees are hereby elected for a one-year term that will expire at the 2026 annual meeting.

Stewart Bainum
Chairman of the Board of Directors, Choice Hotels International

Thanks, Jeff. You continue to make me proud. As required by the Dodd-Frank Act, the second item on our agenda is to seek a shareholder advisory vote regarding compensation of the company's named executive officers. The vote is advisory, and while it's advisory, the board's compensation committee certainly will consider very carefully the outcome of the vote as it continues to consider the company's executive compensation program and how it's constructed in line with the shareholders' interests. A majority of shares is requested. Jeff, do you mind reporting on the preliminary results of the voting?

Jeff Lobb
Deputy General Counsel, Choice Hotels International

Yep. A majority of the shares at today's meeting have, in fact, voted in favor of this proposal. Therefore, the advisory vote on executive compensation has been approved.

Stewart Bainum
Chairman of the Board of Directors, Choice Hotels International

Okay. Thank you. The third item on our agenda is to approve the company's Long-Term Incentive Plan, the 2025 Long-Term Incentive Plan. An affirmative vote of the majority of shares represented at the meeting is required to approve this proposal. Jeff, what's the count here?

Jeff Lobb
Deputy General Counsel, Choice Hotels International

Yep. The company's 2025 Long-Term Incentive Plan has been approved by a majority of shares represented at today's meeting.

Stewart Bainum
Chairman of the Board of Directors, Choice Hotels International

Okay. Great. Was it a close vote, or you're not kind of being very specific? How close was the vote? Pretty close?

Jeff Lobb
Deputy General Counsel, Choice Hotels International

It was pretty good. Yeah. Pretty good. Pretty good. Not many nos.

Stewart Bainum
Chairman of the Board of Directors, Choice Hotels International

Yeah. Okay. Okay. Good. Okay. Interesting. Great. Great. Glad that passed. The fourth item on our business agenda is to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the current fiscal year we're in, the fiscal year ending December 31, 2025. Again, a majority of shares represented at the meeting is requested. Jeff, how did we come out on that one?

Jeff Lobb
Deputy General Counsel, Choice Hotels International

A majority of the shares at today's meeting have voted in favor of this proposal. Therefore, the appointment of E&Y as the company's independent registered public accounting firm for the fiscal year ended December 2025 has been ratified.

Stewart Bainum
Chairman of the Board of Directors, Choice Hotels International

Okay. Great. The fifth item on our agenda is to approve a, it's a non-binding shareholder proposal to consider a simple majority vote requirement in the company's organizational documents. The shareholder proposal is, the shareholder proponent is not present at this meeting, but the company is putting the proposal forward at this time. A majority of shares represented at the meeting is required to approve this proposal. Note that approval of the shareholder proposal is not binding on the company, and any proposal to formally amend the company's organizational documents would be presented at a later time to shareholders for their consideration. Jeff, please report on the preliminary results.

Jeff Lobb
Deputy General Counsel, Choice Hotels International

This shareholder proposal to consider a simple majority vote requirement as part of the company's organizational documents has been approved by a majority of the shares represented at today's meeting.

Stewart Bainum
Chairman of the Board of Directors, Choice Hotels International

Okay. Thanks, Jeff. This has gone well. We're a good team, you and me working together. There's no other business that's been brought before the meeting, so the polls are now closing, and the formal business portion of the annual meeting is concluded. I'm now going to turn things back over to Simone, who will facilitate the session with Pat, the Q&A session with Pat. Thanks to everybody, and we appreciate your continuing support of Choice Hotels International. Simone.

Simone Wu
Senior Vice President, General Counsel, Corporate Secretary, and Head of External Affairs, Choice Hotels International

Thank you, Stewart. As I previously mentioned, thank you. Due to time limitations, we may not be able to address every question that we receive. I do apologize in advance if we do not get to a question that you submit. Please note also that Pat's remarks made in response to shareholder questions today may contain forward-looking statements, and actual results could differ materially from those projected. We take no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or other factors, and we refer to the information contained on the slide on the web page that contains more information about the risks that could impact our results. Before we begin the Q&A, Pat, would you like to make any general remarks?

Pat Pacious
President and CEO, Choice Hotels International

Sure. Thank you, Simone. A warm welcome to all of our shareholders joining us at today's annual meeting. We appreciate your continued investment in Choice Hotels. Choice delivered yet another year of strong financial performance and development success in 2024. We once again exceeded the top end of our earnings guidance, growing adjusted EBITDA by 12% year-over-year to a record $604.1 million, and growing adjusted EPS by 13% year-over-year to $6.88. These impressive results are proof that our distinct revenue-intense growth strategy, our best-in-class franchisee success system, and our world-class hotel conversion capability are continuing to deliver. 2024 was also a year marked by milestones that underscore both our position as an industry leader and our strong potential for continued growth.

We relaunched four of our brands, including repositioning Radisson Individuals as an upper-upscale collection brand and Park Inn by Radisson as a premium economy brand. We grew our global upscale and above portfolio by 44% year-over-year to over 110,000 rooms, representing 17% of our overall system. We opened our 515th extended stay property, bolstering our leadership position in that fast-growing segment. We continue to strengthen our core brands, including our founding brand, Quality Inn, which celebrated its 85th anniversary and expanded to nearly 150,000 global rooms. We also significantly increased our international footprint, meaningfully expanded our platform partnerships, and drove record organic growth in our loyalty program. As we look to the future, we ended the year with 98% of the rooms in our global hotel pipeline within our more revenue-intense brands.

With industry projections showing that hotel demand growth will continue outpacing supply growth through 2026, Choice is extraordinarily well-positioned to drive future growth for our company, our franchisees, and for you, our valued shareholders. With that, I want to thank our hardworking franchisees and our associates for making the growth and success of our brands and company possible. Thank you as well to our esteemed Board of Directors for your support and guidance. Thank you again to our shareholders for trusting Choice Hotels with your investment. Now I'm happy to answer any questions. Simone?

Simone Wu
Senior Vice President, General Counsel, Corporate Secretary, and Head of External Affairs, Choice Hotels International

All right. Let's see. The first question. Pat, you mentioned revenue-intensive brands. What changes have you seen in Choice's customer base, as in guests, that the company has pursued in the context of the revenue-intense growth strategy?

Pat Pacious
President and CEO, Choice Hotels International

Yeah. It's something we're really excited about. First of all, when you look at our guest mix, we've really improved that with business travelers representing 40% of our overall mix in 2024. Secondly, we're delivering now a higher-value customer to our hotels. We've grown our Choice Privileges loyalty program to over 70 million members, and six out of 10 of those active members have annual household incomes that are over $100,000. That's actually 25% higher than the median annual household income here in the U.S. Two out of 10 members have incomes over $200,000. We have really bolstered the quality and the value of the guests that we are attracting and delivering into our hotels.

Simone Wu
Senior Vice President, General Counsel, Corporate Secretary, and Head of External Affairs, Choice Hotels International

All right. Thank you. Second question here. You mentioned increase in Choice's international footprint. Can you expand on that?

Pat Pacious
President and CEO, Choice Hotels International

Sure. This is another exciting area of our business. This year already, I've been to our Amsterdam office where our EMEA Group is. I just got back last week from our Toronto office where our Canadian team is growing our business. When you step back and look at our overall international business, 2024 was really remarkable. We grew by 4.4% year-over-year last year to over 142,000 rooms in our international business. We also increased our new construction rooms pipeline outside the U.S. by 14% year-over-year. We've got significant runway to continue growing our international market share, grow our brand recognition, both now and in the years to come.

Simone Wu
Senior Vice President, General Counsel, Corporate Secretary, and Head of External Affairs, Choice Hotels International

All right. I don't see any additional questions here. I think this concludes the Q&A session and today's meeting. Thank you again, everyone. Thank you for participating in the meeting today. This concludes the meeting.

Operator

This concludes the meeting. You may now disconnect.

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