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 22, 2020
BRAEMAR
HOTELS & RESORTS INC.
(Exact name
of registrant as specified in its charter)
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MARYLAND
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001-35972
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46-2488594
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(State or
other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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14185
Dallas Parkway, Suite 1100
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Dallas,
Texas
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75254
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(Address of
principal executive offices)
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(Zip
code)
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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 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 14-a-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:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common
Stock
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BHR
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New York
Stock Exchange
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Preferred
Stock, Series B
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BHR-PB
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New York
Stock Exchange
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Preferred
Stock, Series D
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BHR-PD
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New York
Stock Exchange
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ITEM 7.01
REGULATION FD DISCLOSURE
On May 22, 2020,
Braemar Hotels & Resorts Inc. (the “Company”) held an earnings
conference call for its first quarter ended March 31, 2020. A copy
of the conference call transcript is attached hereto as Exhibit
99.1. On May 21, 2020, the Company filed a Form 8-K that included
the actual earnings release text and supplemental
tables.
The information
in this Form 8-K and Exhibits attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such
filing.
ITEM 9.01
FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits
Exhibit
Number Description
SIGNATURE
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.
Dated: May 22,
2020
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BRAEMAR HOTELS & RESORTS
INC.
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By:
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/s/ ROBERT G.
HAIMAN
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Robert G. Haiman
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Executive Vice President,
General Counsel & Secretary
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