SEC Company Response from CHOICE HOTELS INTERNATIONAL (CHH) — Oct 8, 2010
CHOICE HOTELS INTERNATIONAL INC /DE (CHH) (CIK 0001046311)
Date: Oct. 8, 2010 · CIK: 0001046311 · Accession: 0001193125-10-226582
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-13393
Referenced dates: August 17, 2010, September 28, 2010
Letter
VIA EDGAR and Facsimile Division of Corporation Finance Form 10-K for the year ended December 31, 2009 Filed March 1, 2010 Forms 10-Q for the quarters ended March 31 and June 30, 2010 File No. 001-13393
Dear Ms. Garnett:
We are pleased to respond to the comment included in your letter dated September 28, 2010 regarding our filings, as indicated above. For your convenience, your comment is repeated below in bold, followed by our response.
Proxy Statement on Schedule 14A, filed March 25, 2010
Annual Incentive Cash Compensation, page 24
1. We note your response to comment 5 in our letter dated August 17, 2010 and Mr. Pepper’s performance target of overseeing the execution of 430 new franchise agreements for 2009. Please provide us with the actual number of franchise agreements executed that resulted in the 6% decrease in Mr. Pepper’s 2009 incentive cash compensation, and provide comparable disclosure in future filings. See Items 402(b)(1)(v) and 402(b)(2)(vii) of Regulation S-K.
Response:
In 2009, Mr. Pepper oversaw the execution of 371 franchise agreements. In future filings, where applicable, we will provide similar disclosures of performance targets and actual results for each of our named executive officers for changes to targeted incentive cash compensation attributable to pre-determined performance objectives, subject, of course, to materiality considerations as well as the competitive harm standard contained in Instruction 4 to Item 402(b) of Regulation S-K
U.S. Securities and Exchange Commission
Page 2 of 2
* *
The company acknowledges that:
•
the company is responsible for the adequacy and accuracy of the disclosure in the filings;
•
staff comments or changes to disclosure in response to staff-comments do not foreclose the Commission from taking any action with respect to the filings; and
•
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States,
Should you have any questions or wish to discuss the above response, please do not hesitate to contact me at (301) 592-5117 or Ron Parisotto, the company’s General Counsel, at (301) 592-5188.
Sincerely,
/s/ David L. White
Show Raw Text
CORRESP 1 filename1.htm Correspondence October 8, 2010 VIA EDGAR and Facsimile Karen J. Garnett Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-6010 Re: Choice Hotels International, Inc. Form 10-K for the year ended December 31, 2009 Filed March 1, 2010 Forms 10-Q for the quarters ended March 31 and June 30, 2010 File No. 001-13393 Dear Ms. Garnett: We are pleased to respond to the comment included in your letter dated September 28, 2010 regarding our filings, as indicated above. For your convenience, your comment is repeated below in bold, followed by our response. Proxy Statement on Schedule 14A, filed March 25, 2010 Annual Incentive Cash Compensation, page 24 1. We note your response to comment 5 in our letter dated August 17, 2010 and Mr. Pepper’s performance target of overseeing the execution of 430 new franchise agreements for 2009. Please provide us with the actual number of franchise agreements executed that resulted in the 6% decrease in Mr. Pepper’s 2009 incentive cash compensation, and provide comparable disclosure in future filings. See Items 402(b)(1)(v) and 402(b)(2)(vii) of Regulation S-K. Response: In 2009, Mr. Pepper oversaw the execution of 371 franchise agreements. In future filings, where applicable, we will provide similar disclosures of performance targets and actual results for each of our named executive officers for changes to targeted incentive cash compensation attributable to pre-determined performance objectives, subject, of course, to materiality considerations as well as the competitive harm standard contained in Instruction 4 to Item 402(b) of Regulation S-K U.S. Securities and Exchange Commission Page 2 of 2 * * The company acknowledges that: • the company is responsible for the adequacy and accuracy of the disclosure in the filings; • staff comments or changes to disclosure in response to staff-comments do not foreclose the Commission from taking any action with respect to the filings; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States, Should you have any questions or wish to discuss the above response, please do not hesitate to contact me at (301) 592-5117 or Ron Parisotto, the company’s General Counsel, at (301) 592-5188. Sincerely, /s/ David L. White Senior Vice President, Chief Financial Officer & Treasurer