CHOICE HOTELS INTERNATIONAL INC DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Who We Are

Choice Hotels is one of the world’s largest hotel companies with over 80 years of success building a portfolio of 22 diversified brands. Ranging from limited service to full-service hotels in the upper upscale, upscale, midscale, extended-stay and economy segments, the Choice family of hotel brands provides business and leisure travelers with a range of high-quality lodging options throughout the United States and internationally.

Franchising | Hospitality | Technology

Choice Hotels attracts and retains franchisees because of our long-held commitment to drive their success and profitability.Connecting franchisees to the power of Choice’s customer delivery platform•Award-winning over 64 million member loyalty programOffering best-in-class franchisee resources•Dedicated consultants to drive revenue and optimize hotel operations•Leading-edge, cloud-based property management system (Choice Advantage)Mutually beneficial franchise agreements with long horizons•High voluntary franchisee retention rateFocusing on lowering franchisees’ total cost of ownership and driving operational excellence•Low cost-to-build improves franchisees’ investment returns, operating profitability and resiliency•Leveraging procurement and design services provides a simpler purchasing process that reduces ongoing operating costs of the hotel

Letter to Our Shareholders

Dear Fellow Shareholder:

On behalf of the Choice Hotels Board of Directors, it is our pleasure to invite you to join our virtual Annual Meeting of Shareholders on May 16, 2024, at 9:00 a.m. Eastern Time by visiting https://meetnow.global/MXQRRGW. As we do each year, we will address the voting items in this year’s Proxy Statement and take shareholder questions. Regardless of whether you plan to join the meeting, your vote is important, and we encourage you to review the enclosed materials and submit your proxy.

A Year of Accelerating Growth

2023 was a transformative year of accelerating growth for Choice Hotels, as we drove higher-than-expected domestic unit growth across our revenue-intense extended stay, upscale, and midscale brands, expanded our international portfolio, completed the rapid and seamless integration of the Radisson Hotels Americas brands, and drove record revenues.

Choice is now a stronger and more versatile business. We serve millions of guests worldwide per year, we have a growing Choice Privileges membership base of 64 million travelers, and we have a diverse global portfolio of more than 7,500 hotels that are growing stronger together, thanks to our best-in-class business engine.

Successful Radisson Hotels Americas Integration Completed

Choice demonstrated its expertise in adding and growing hotel brands in 2023 by completing the successful integration of the Radisson Hotels Americas business within a year of the transaction and generating a significant performance lift for the legacy Radisson Americas brands. For example, year-over-year, from August through December, Choice drove a nearly 25% increase in domestic bookings for the brands, including an almost 35% increase for the Country Inn and Suites brand.

Poised for Strong Performance in 2024 and Beyond

After achieving record total revenues and robust growth in our revenue-intense brands in 2023, we believe Choice is poised to deliver strong performance and development growth through 2024 and beyond.

We are continuing to capitalize on long-term industry trends. Rising wages and retirements, the growth of remote work, and the increasing popularity of road trips are all driving an increase in domestic leisure travel, and our brands are well-positioned to capture a sizeable share of the growing market for value-conscious travelers. Our extended stay and midscale brands are particularly well-positioned to capitalize on the increase in blue-collar business travel being driven by the reshoring of American manufacturing and nationwide investments in infrastructure. And following one of Choice’s most successful years of international development, we believe we are poised to further expand our global footprint across multiple markets in the year to come.

We are confident that Choice’s distinct selective unit growth strategy and world-class hotel conversion capability will enable us to continue our strong momentum, and we thank you for trusting us with your investment.

Sincerely,

Financial/Strategic Highlights

Full-Year 2023 Financial Performance

• All results include the impact of the Radisson Hotels Americas acquisition.

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*All results include the impact of the Radisson Hotels Americas acquisition. All figures reflect domestic results, except where otherwise noted. For comparative purposes, domestic RevPAR and the effective royalty rate baseline for 2019 and 2022 is inclusive of the Radisson Hotels Americas acquisition.

1 For the Choice legacy upscale, extended-stay, and midscale brands.

2 For the company’s upscale, extended-stay, and midscale brands.

3 For full-year 2023, on average.

Sustainability Highlights

We strive to improve our communities and the world in which we live, through ongoing corporate social responsibility efforts. Choice’s ESG report can be found athttp://investor.choicehotels.com.*

*The information on the Company website is not part of this proxy statement and is not soliciting material.

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Our Human Capital and Compensation Committee (the "Committee") values feedback from our shareholders, whom we regularly engage with on a broad range of topics. In May 2022, we received 99% support for our say-on-pay advisory vote, which we believe represented strong support for our compensation program. After receiving 67% support for our say-on-pay advisory vote in May 2023, we conducted extensive and focused engagement with our shareholders, which we describe in detail below.

OUR SHAREHOLDER OUTREACH INITIATIVE

During 2023, the Committee led an extensive outreach to seek shareholder feedback on our executive compensation program. This engagement included reaching out to shareholders representing more than 90% of shares outstanding, including many who voted against say-on-pay in 2023. We solicited feedback on the key issues that affected the say-on-pay voting decision in two phases. Prior to the 2023 annual meeting, we gathered shareholder feedback to develop an initial understanding of potential concerns. We then used the subsequent Fall 2023 outreach to speak with shareholders again, to develop a deeper understanding of the perspectives that contributed to the lower-than-usual level of say-on-pay support and expectations for Committee responsiveness.

• These numbers include Bainum family affiliated shares. If excluding Bainum family affiliated shares, in Spring 2023, discussions were held with 24% of shares outstanding and in Fall / Winter 2023, discussions were held with holders of more than 44% of shares outstanding.

KEY THEMES FROM SHAREHOLDER ENGAGEMENT

During our engagement, we heard a range of different perspectives on our executive compensation program, all of which were, and will continue to be, taken into consideration by the Committee.

While we received considerable positive feedback about the overall design and structure of our program, consistent with our strong say-on-pay results in prior years, the feedback across these two rounds of shareholder engagement made clear that the most significant area of shareholder concern impacting the 2023 say-on-pay advisory vote was related to our awarding of Strategic Leadership Alignment Grants to the CEO and CFO.

As part of our Fall 2023 outreach, we also reviewed the Committee’s preliminary response to concerns about the Strategic Leadership Alignment Grants and other areas of feedback, and our participating shareholders were generally supportive of the Committee's proposed actions. The Committee’s full response, following discussions with participating shareholders, is summarized below.

The Strategic Leadership Alignment Grants were awarded in extraordinary circumstances, to proactively encourage partnership with our CEO to develop a strong internal team tied to the Company's strategic plan and build leadership succession. In considering what process would be followed in the event of future extraordinary circumstances, the Committee confirmed that we would follow a careful and deliberate approach that takes into account shareholder perspectives and that the Company would provide robust disclosure of the Committee's rationale.

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As we discussed with shareholders, the Strategic Leadership Alignment Grants awarded in 2022 align incentives of key executives with the successful execution of Company’s long-term strategic vision.

Diversity, Equity and Belonging

At Choice, we are committed to nurturing an environment where every associate feels welcome, wanted, and respected – that’s our brand promise. We believe that our corporate culture should reflect the diverse world in which we live and the diverse guests and franchisees who we serve. We seek out the best talent that the hospitality, franchising and technology industries have to offer, and we nurture that talent in an open and inclusive workplace, yielding a high performing organization with positive business outcomes. We empower our associates to advance their careers by providing them with access to networks, resource groups and other tools that promote career development and cultural awareness. Part of how we deliver on our promise of every associate feeling welcome, wanted, and respected is by deliberately weaving diversity initiatives throughout all levels of the enterprise, focusing on three core commitments:

The graphic representations below summarize our percentages of females and under-represented groups, at the end of 2023.

*Choice focuses on diversity of thought, experience and background

** Under-represented groups

*** Excluding employees at our managed hotels

Pay Equity

We are committed to providing fair and competitive pay. To ensure that we are delivering on our commitment to equitable compensation decisions, Choice conducts a gender and diversity pay equity study annually on all U.S. based roles and reports the results of this analysis to our Board of Directors. During 2023, we conducted this analysis for the legacy Choice corporate-based associate population. We promptly reviewed any identified discrepancies for similar positions (e.g., by career track, level, and/or salary grade) that cannot be explained by the level of experience, performance, or other legitimate, non-discriminatory factors. In 2024, our pay analysis will include managed hotel associates acquired from the Radisson acquisition, for which integration was completed in 2023.

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Awards and Recognitions