Braemar Hotels & Resorts Files 8-K on Shareholder Votes

TL;DR

Braemar Hotels & Resorts filed an 8-K on 12/15/25 covering shareholder votes and other events.

AI Summary

On December 15, 2025, Braemar Hotels & Resorts Inc. filed an 8-K report detailing matters submitted to a vote of security holders and other events. The filing pertains to the company's common stock and Series B and Series D preferred stock, with the report date being December 15, 2025.

Why It Matters

This filing indicates potential corporate actions or decisions that could impact shareholders, such as changes in governance or financial structure.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not immediately suggest significant financial distress or operational risk.

Key Players & Entities

• Braemar Hotels & Resorts Inc. (company) — Registrant
• December 15, 2025 (date) — Report Date
• Series B Preferred Stock (security) — Mentioned in filing
• Series D Preferred Stock (security) — Mentioned in filing

FAQ

Filing Documents

• tm2533677d1_8k.htm (8-K) — 49KB
• 0001104659-25-121631.txt ( ) — 262KB
• bhr-20251215.xsd (EX-101.SCH) — 3KB
• bhr-20251215_def.xml (EX-101.DEF) — 27KB
• bhr-20251215_lab.xml (EX-101.LAB) — 36KB
• bhr-20251215_pre.xml (EX-101.PRE) — 25KB
• tm2533677d1_8k_htm.xml (XML) — 6KB

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 15, 2025, Braemar Hotels & Resorts Inc. (the " Company ") held its 2025 Annual Meeting of Stockholders (the " Annual Meeting "). As of October 20, 2025, the record date for the Annual Meeting, there were 82,048,960 shares of voting stock outstanding and entitled to vote, consisting of 68,219,432 shares of common stock, 12,429,625 shares of Series E Preferred Stock and 1,399,903 shares of Series M Preferred Stock. At the Annual Meeting, 60,604,612 shares, or approximately 73.86% 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 (9) 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 25,210,121 15,435,918 2,465,014 17,493,559 Stefani D. Carter 17,537,826 22,919,392 2,653,835 17,493,559 Candace Evans 25,927,625 14,708,466 2,474,962 17,493,559 Bob Ghassemieh 39,613,359 1,017,109 2,480,585 17,493,559 Rebecca Musser 33,891,486 6,736,785 2,482,782 17,493,559 Rebeca Odino-Johnson 29,992,412 10,642,730 2,475,911 17,493,559 Matthew D. Rinaldi 22,178,511 18,454,444 2,478,098 17,493,559 Kellie Sirna 34,523,943 6,110,352 2,476,758 17,493,559 Richard J. Stockton 30,700,098 9,935,818 2,475,137 17,493,559 Each director nominee named above was elected at the Annual Meeting except for Ms. Carter who did not receive a majority of votes cast in favor of her election and therefore was not elected. In accordance with the director resignation policy set forth in the Company's Corporate Governance Guidelines, Ms. Carter tendered her resignation from the Board. On Decemb

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS. On December 3, 2025, Brancous LP1 (" Brancous ") filed a complaint in the United States District Court for the District of Maryland (the " District Court "), alleging breach of fiduciary duties and violations of federal securities laws, and seeking, among other relief, injunctive relief enjoining the Annual Meeting, voiding all votes cast for incumbent Board members, and re-setting the 2025 Annual Meeting to allow stockholders to cast votes in favor of Brancous nominees. On December 5, 2025, Brancous filed a Motion for Temporary Restraining Order and Preliminary Injunction (the " Motion "), seeking, among other relief, to enjoin the Annual Meeting and declare void all votes cast to date. The District Court heard argument on the Motion on December 11, 2025, and denied the Motion in an oral ruling at that same hearing, finding, among other things, that Brancous had not established that it was likely to succeed on the merits of its claims. The District Court further observed that it was "unclear where we should go from here" following the ruling on the Motion, and directed the parties to confer and then advise the District Court as to how the case should proceed. Because the Brancous complaint sought equitable relief related to the Annual Meeting, which has since passed, and based on the District Court's comments on the merits of Brancous's claims, counsel to the Company has requested that Brancous dismiss its complaint. If Brancous does not do so, the Company will vigorously defend the lawsuit, which the Company believes is without merit and is now moot.

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 16, 2025 By: /s/ Jim Plohg Jim Plohg Executive Vice President, General Counsel & Secretary

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View this 8-K filing on SEC EDGAR