UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2014

 

 

CHOICE HOTELS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13393   52-1209792

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

1 Choice Hotels Circle, Rockville, Maryland   20850
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (301) 592-5000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Compensatory Arrangements of Certain Officers.

On March 4, 2014, Choice Hotels International, Inc. (the “Company” or “Choice”) entered into an amendment to the second amended and restated employment agreement (the “Employment Agreement”) with Stephen P. Joyce, the Company’s President and Chief Executive Officer. The amendment provides for a one-year extension of the Employment Agreement, extending the termination date of the Employment Agreement from May 25, 2017 to May 25, 2018.

Except as set forth above, all other terms of the Employment Agreement remain unchanged. A copy of the Employment Agreement is attached to the Company’s Current Report on Form 8-K, filed May 25, 2012.

 

Item 9.01. Exhibits.

 

(a) Exhibits. The following exhibit is filed with this report:

 

Exhibit 10.1    Amendment to Second Amended and Restated Employment Agreement, dated March 4, 2014, between Stephen P. Joyce and Choice Hotels International, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CHOICE HOTELS INTERNATIONAL, INC.
Date: March 7, 2014     /s/ Simone Wu
    Name: Simone Wu
   

Title:   Senior Vice President, General Counsel, Secretary &

            Chief Compliance Officer

Exhibit Index

 

Exhibit No.

  

Description

10.1    Amendment to Second Amended and Restated Employment Agreement, dated March 4, 2014, between Stephen P. Joyce and Choice Hotels International, Inc.

Exhibit 10.1

AMENDMENT TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amendment dated March 4, 2014 between Choice Hotels International, Inc. (“Employer”), a Delaware corporation with principal offices at 1 Choice Hotels Circle, Rockville, Maryland 20850, and Stephen P. Joyce (“Employee”), amends the Second Amended and Restated Employment Agreement dated May 24, 2012, between Employer and Employee (the “Employment Agreement”).

NOW, THEREFORE, in consideration of the promises contained in this Amendment, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree to the following terms:

1. Section 2 of the Employment Agreement is deleted in its entirety and replaced with the following:

“Term. Subject to the provisions for termination hereinafter provided, the term of this Agreement (the “Term”) shall be effective as of May 25, 2012 (the “Effective Date”) and shall terminate on May 25, 2018 (the “Termination Date”).”

2. All other terms of the Agreement not modified herein remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first set forth above.

Employer:

CHOICE HOTELS INTERNATIONAL, INC.

By: /s/ Patrick Cimerola

Title: SVP –Administration

Employee:

/s/ Stephen P. Joyce