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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):
September 15, 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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(IRS
employer identification number)
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14185 Dallas
Parkway
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Suite
1100
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Dallas
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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 September 15,
2020, Braemar Hotels & Resorts Inc. (the “Company”) issued a
press release announcing that its Board of Directors:
a) declared a
dividend for the third quarter ending September 30, 2020, of
$0.3438 per diluted share, for the Company’s 5.5% Series B
Cumulative Convertible Preferred Stock. This dividend is payable on
October 15, 2020, to shareholders of record as of September 30,
2020; and
b) declared a
dividend for the third quarter ending September 30, 2020, of
$0.5156 per diluted share, for the Company’s 8.25% Series D
Cumulative Preferred Stock. This dividend is payable on October 15,
2020, to shareholders of record as of September 30,
2020.
A copy of the
press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. 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
Exhibit
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: September
15, 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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