Braemar Hotels & Resorts Inc. Announces Board Changes

TL;DR

Braemar Hotels & Resorts Inc. swapped out two board members on Dec 17th.

AI Summary

Braemar Hotels & Resorts Inc. announced on December 17, 2024, the departure of two directors, Barry L. Miller and Robert H. Watson. Concurrently, the company elected two new directors, David M. Johnson and Michael J. McShane, to its Board of Directors. These changes are effective immediately.

Why It Matters

Changes in a company's board of directors can signal shifts in strategy, governance, or investor relations, potentially impacting the company's future direction and stock performance.

Risk Assessment

Risk Level: low — The filing reports routine changes in board composition, which typically carry low immediate risk.

Key Players & Entities

• Braemar Hotels & Resorts Inc. (company) — Registrant
• Barry L. Miller (person) — Departing Director
• Robert H. Watson (person) — Departing Director
• David M. Johnson (person) — Newly Elected Director
• Michael J. McShane (person) — Newly Elected Director
• December 17, 2024 (date) — Effective date of changes

FAQ

Filing Documents

• bhr-20241217.htm (8-K) — 53KB
• 0001574085-24-000230.txt ( ) — 223KB
• bhr-20241217.xsd (EX-101.SCH) — 2KB
• bhr-20241217_def.xml (EX-101.DEF) — 16KB
• bhr-20241217_lab.xml (EX-101.LAB) — 28KB
• bhr-20241217_pre.xml (EX-101.PRE) — 17KB
• bhr-20241217_htm.xml (XML) — 5KB

07 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

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

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR