bhr-20230510

Maryland

001-35972

46-2488594

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

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:

☐ 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).

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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BHR

New York Stock Exchange

Preferred Stock, Series B

BHR-PB

New York Stock Exchange

Preferred Stock, Series D

BHR-PD

New York Stock Exchange

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

On May 10, 2023, the stockholders of Braemar Hotels & Resorts Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated 2013 Equity Incentive Plan (as amended, the “2013 Plan”) at the Company's Annual Meeting of Stockholders (the “Annual Meeting”) in accordance with the voting results set forth below under item 5.07.

The amendment increases the amount of common stock available for issuance under the 2013 Plan by 1,200,000 shares. A summary of the amendment and the 2013 Plan, as amended, is included in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 28, 2023. The summary is incorporated by reference herein.

(a) On May 10, 2023, the Company held its Annual Meeting. As of March 10, 2023, the record date for the Annual Meeting, there were 84,458,550 shares of voting stock outstanding and entitled to vote, consisting of 66,032,496 shares of common stock, 16,466,721 shares of Series E Preferred Stock and 1,959,333 shares of Series M Preferred Stock. At the Annual Meeting, 61,276,237 shares, or approximately 72.55% of the eligible voting shares, were represented either in person or by proxy.

1. Proposal One – To elect eight nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The following nominees were elected to the Company’s Board of Directors (constituting the entire Board of Directors), with the voting results for each nominee as shown:



Name	For	Withheld	Broker Non-Votes
Monty J. Bennett	34,612,576	6,832,961	19,830,700
Stefani D. Carter	29,001,569	12,443,968	19,830,700
Candace Evans	37,717,785	3,727,752	19,830,700
Kenneth H. Fearn, Jr.	36,046,273	5,399,264	19,830,700
Rebeca Odino-Johnson	36,011,684	5,433,853	19,830,700
Matthew D. Rinaldi	37,345,719	4,099,818	19,830,700
Richard J. Stockton	37,813,193	3,632,344	19,830,700
Abteen Vaziri	28,347,336	13,098,201	19,830,700

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

3. Proposal Three – To ratify the appointment of BDO USA, LLP, a national public accounting firm, as the Company's independent auditors for the fiscal year ending December 31, 2023. This proposal was approved by the votes indicated below:

4. Proposal Four – To approve Amendment No. 4 to the Company’s Second Amended and Restated 2013 Equity Incentive Plan. This proposal was approved by the votes indicated below:

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: May 10, 2023	By:	/s/ Alex Rose
		Alex Rose
		Executive Vice President, General Counsel & Secretary


For	Against	Abstain	Broker Non-Votes
36,504,535	3,264,357	1,676,645	19,830,700


For	Against	Abstain
58,823,481	907,899	1,544,857


For	Against	Abstain	Broker Non-Votes
37,529,807	2,299,290	1,616,440	19,830,700