Current Report Filing (8-k)
May 19 2020 - 04:31PM
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 Dec 2020 to Jan 2021
Braemar Hotels and Resorts (NYSE:BHR)
Historical Stock Chart
From Jan 2020 to Jan 2021