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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 15, 2025
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) |
|
(IRS employer identification number) |
| |
|
|
|
|
| 14185 Dallas Parkway |
|
|
|
|
| Suite 1200 |
|
|
|
|
| Dallas |
|
|
|
|
| Texas |
|
|
|
75254 |
| (Address of principal executive offices) |
|
|
|
(Zip code) |
Registrant’s telephone number, including
area code: (972) 490-9600
Not Applicable
(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 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 December 15, 2025, after due consideration and with Ms. Carter recusing herself,
the Board rejected the resignation of Ms. Carter. As a result, Ms. Carter will continue serving on the Board.
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 | |
| | 32,041,423 | | |
| 8,540,915 | | |
| 2,528,715 | | |
| 17,493,559 | |
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,
2025. This proposal was approved by the votes indicated below:
| For | | |
Against | | |
Abstain | |
| | 57,704,415 | | |
| 394,033 | | |
| 2,506,164 | |
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
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 |
