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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): December 17, 2024

BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)


Maryland001-3597246-2488594
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas75254
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable
(Former name or former address, if changed since last report)
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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockBHRNew York Stock Exchange
Preferred Stock, Series BBHR-PBNew York Stock Exchange
Preferred Stock, Series DBHR-PDNew York Stock Exchange


ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The information in subsection (b)(1) of Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

(a)    On December 17, 2024, Braemar Hotels & Resorts Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of September 20, 2024, the record date for the Annual Meeting, there were 83,280,711 shares of voting stock outstanding and entitled to vote, consisting of 66,522,206 shares of common stock, 15,161,018 shares of Series E Preferred Stock and 1,597,487 shares of Series M Preferred Stock. At the Annual Meeting, 67,614,310 shares, or approximately 81.2% of the eligible voting shares, were represented either in person or by proxy.

(b)     At the Annual Meeting, the stockholders voted on the following items:

1.    Proposal One – To elect nine nominees to the Board of Directors of the Company (the “Board”) to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The voting results for each nominee were as shown below:

Name

For

Against

Abstain

Broker Non-Votes
Monty J. Bennett17,664,51333,747,503551,21615,651,078
Stefani D. Carter17,307,58934,100,910554,73315,651,078
Candace Evans26,933,96724,470,918558,34715,651,078
Kenneth H. Fearn, Jr.26,852,66024,553,875556,69715,651,078
Rebeca Odino-Johnson26,950,42424,462,030550,77815,651,078
Matthew D. Rinaldi20,540,18830,868,061554,98315,651,078
Jay H. Shah42,281,9129,105,087576,23315,651,078
Richard J. Stockton42,093,1129,315,760554,36015,651,078
Abteen Vaziri24,952,98426,442,083568,16515,651,078

Mmes. Evans and Odino-Johnson and Messrs. Fearn, Shah and Stockton were elected at the Annual Meeting. The other director nominees named above did not receive a majority of votes cast in favor of his or her election and therefore were not elected. In accordance with the director resignation policy set forth in the Company’s Corporate Governance Guidelines, each unelected director tendered their resignation from the Board. On December 17, 2024, Mr. Vaziri resigned from the Board to focus on growing his business and on his family. On December 18, 2024, Mr. Kenneth H. Fearn, Jr. resigned from the Board to focus his energy on other endeavors. Also on December 18, 2024, after due consideration and with each unelected director recusing himself or herself, the Board rejected the resignations of Ms. Carter and Messrs. Bennett and Rinaldi. As a result, Ms. Carter and Messrs. Bennett and Rinaldi will continue serving on the Board along with Mmes. Evans and Odino-Johnson and Messrs. Shah and Stockton. Mr. Shah and Mr. Stockton abstained from voting on the rejection of the resignations of the unelected directors.

2.    Proposal Two – To obtain advisory approval of the Company’s executive compensation. This proposal was approved by the votes indicated below:

For

Against

Abstain

Broker Non-Votes
36,114,10313,294,9512,554,17815,651,078

3.    Proposal Three – To ratify the appointment of BDO USA, PC, a national public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2024. This proposal was approved by the votes indicated below:

For

Against

Abstain
59,478,4967,551,392584,422




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.

 
BRAEMAR HOTELS & RESORTS INC.
Dated: December 20, 2024By:/s/ Alex Rose
Alex Rose
Executive Vice President, General Counsel & Secretary

v3.24.4
Cover Page Cover Page
Dec. 17, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 17, 2024
Entity Registrant Name BRAEMAR HOTELS & RESORTS INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-35972
Entity Tax Identification Number 46-2488594
Entity Address, Address Line One 14185 Dallas Parkway
Entity Address, Address Line Two Suite 1200
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75254
City Area Code 972
Local Phone Number 490-9600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001574085
Amendment Flag false
Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol BHR
Security Exchange Name NYSE
Series B Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock, Series B
Trading Symbol BHR-PB
Security Exchange Name NYSE
Series D Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock, Series D
Trading Symbol BHR-PD
Security Exchange Name NYSE
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