Current Report Filing (8-k)
May 19 2020 - 4:31PM
Edgar (US Regulatory)
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): May 14, 2020
BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in
its charter)
Maryland
|
001-35972
|
46-2488594
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission file number)
|
(I.R.S. Employer Identification
Number)
|
14185 Dallas Parkway, Suite 1100
Dallas, Texas
|
75254
|
(Address of principal executive
offices)
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (972) 490-9600
N/A
(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 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 5.07
|
Submission of Matters to a Vote of Security Holders.
|
(a) On May 14, 2020, Braemar
Hotels & Resorts Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
As of March 20, 2020, the record date for the Annual Meeting, there were 33,519,263 shares of common stock outstanding and entitled
to vote. At the Annual Meeting, 25,668,905 shares, or approximately 76.57% 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 1 – To elect
seven nominees to the Board of Directors to hold office until the next annual meeting of stockholders and until their successors
are 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:
|
|
|
|
|
|
|
|
Broker
|
|
Name
|
|
For
|
|
|
Withheld
|
|
|
Non-votes
|
|
Monty J. Bennett
|
|
|
19,215,410
|
|
|
|
2,541,022
|
|
|
|
3,912,473
|
|
Stefani D. Carter
|
|
|
16,863,707
|
|
|
|
4,892,725
|
|
|
|
3,912,473
|
|
Candace Evans
|
|
|
21,645,369
|
|
|
|
111,063
|
|
|
|
3,912,473
|
|
Kenneth H. Fearn, Jr.
|
|
|
21,524,035
|
|
|
|
232,397
|
|
|
|
3,912,473
|
|
Curtis B. McWilliams
|
|
|
21,066,008
|
|
|
|
690,424
|
|
|
|
3,912,473
|
|
Matthew D. Rinaldi
|
|
|
21,059,934
|
|
|
|
696,498
|
|
|
|
3,912,473
|
|
Abteen Vaziri
|
|
|
17,652,141
|
|
|
|
4,104,291
|
|
|
|
3,912,473
|
|
2. Proposal 2 – 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
|
|
|
20,894,105
|
|
|
|
827,148
|
|
|
|
35,179
|
|
|
|
3,912,473
|
|
3. Proposal 3 – To recommend
the frequency of advisory votes on the Company’s executive compensation. “1 Year” was approved by the votes indicated
below:
1 Year
|
|
|
2 Years
|
|
|
3 Years
|
|
|
Abstain
|
|
|
Broker
Non-votes
|
|
|
20,710,374
|
|
|
|
12,077
|
|
|
|
997,137
|
|
|
|
36,844
|
|
|
|
3,912,473
|
|
Based on these voting results,
the Company will hold an advisory vote on executive compensation every year until the next stockholder vote on the frequency of
votes on executive compensation. A stockholder vote on the frequency of votes on executive compensation is required to
be held at least once every six years.
4. Proposal 4 – 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, 2020. This proposal was approved by the votes indicated below:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
25,564,294
|
|
|
|
68,590
|
|
|
|
36,021
|
|
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.
|
|
|
By:
|
/s/ Robert G. Haiman
|
|
|
Robert G. Haiman
|
|
|
Executive Vice President, General Counsel & Secretary
|
Date: May 19, 2020
Braemar Hotels and Resorts (NYSE:BHR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Braemar Hotels and Resorts (NYSE:BHR)
Historical Stock Chart
From Sep 2023 to Sep 2024