Braemar Hotels & Resorts Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$BHR
Real Estate Investment Trusts
Real Estate
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
(Exact name of registrant as specified in its charter)
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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. Bennett | 17,664,513 | 33,747,503 | 551,216 | 15,651,078 | ||||||||||||||||||||||
| Stefani D. Carter | 17,307,589 | 34,100,910 | 554,733 | 15,651,078 | ||||||||||||||||||||||
| Candace Evans | 26,933,967 | 24,470,918 | 558,347 | 15,651,078 | ||||||||||||||||||||||
| Kenneth H. Fearn, Jr. | 26,852,660 | 24,553,875 | 556,697 | 15,651,078 | ||||||||||||||||||||||
| Rebeca Odino-Johnson | 26,950,424 | 24,462,030 | 550,778 | 15,651,078 | ||||||||||||||||||||||
| Matthew D. Rinaldi | 20,540,188 | 30,868,061 | 554,983 | 15,651,078 | ||||||||||||||||||||||
| Jay H. Shah | 42,281,912 | 9,105,087 | 576,233 | 15,651,078 | ||||||||||||||||||||||
| Richard J. Stockton | 42,093,112 | 9,315,760 | 554,360 | 15,651,078 | ||||||||||||||||||||||
| Abteen Vaziri | 24,952,984 | 26,442,083 | 568,165 | 15,651,078 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 36,114,103 | 13,294,951 | 2,554,178 | 15,651,078 | |||||||||||||||||
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 | ||||||||||||
| 59,478,496 | 7,551,392 | 584,422 | ||||||||||||
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, 2024 | By: | /s/ Alex Rose | ||||||
| Alex Rose | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||