Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 20, 2012, Fiona P. Dias, informed the Board of Directors of Choice Hotels International, Inc. (the "Company") that she will not stand for re-election as director of the Company upon the expiration of her term as a Class III director at the Company's 2012 Annual Meeting of shareholders (the "Annual Meeting"). Ms. Dias has served as a director of the Company since 2004. Ms. Dias's decision not to stand for re-election was not due to a disagreement with the Company.

In accordance with the mandatory retirement provision of the Company's Corporate Governance Guidelines, David C. Sullivan will retire from the Company's Board of Directors effective at the Annual Meeting. Mr. Sullivan has served as a director of the Company since 2006.

(d) On February 20, 2012, the Company's Board of Directors approved an increase in the size of the Board from ten to eleven members and appointed Barbara T. Alexander as a Class III Director, for a term expiring at the Annual Meeting. Ms. Alexander will serve on the Audit Committee of the Board of Directors.

Ms. Alexander's compensation for services as director will be consistent with that of the Company's other non-employee directors.

The information required by Item 404(a) of Regulation S-K is not yet determined at the time of this filing.

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