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): July 31, 2019
 
BRAEMAR HOTELS & RESORTS INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)
001-35972
(Commission File Number) 		  46-2488594
(IRS Employer Identification No.)
     
14185 Dallas Parkway, Suite 1100
Dallas, Texas
  (Address of Principal Executive Offices)
 
 
 
75254
(Zip Code)
 
(972) 490-9600
(Registrant’s Telephone Number, Including Area Code)
 
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 July 31, 2019, Braemar Hotels & Resorts Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of June 3, 2019, the record date for the Annual Meeting, there were 32,883,068 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 27,600,234 shares, or approximately 84% 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 Company’s 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, with the voting results for each nominee as shown:

Name
 
For
 
Withheld
 
Broker
Non-votes
Monty J. Bennett
 
22,056,644
 
2,413,334
 
3,130,256
Stefani D. Carter
 
17,035,882
 
7,434,096
 
3,130,256
Candace Evans
 
24,315,092
 
154,886
 
3,130,256
Kenneth H. Fearn, Jr.
 
24,199,675
 
270,303
 
3,130,256
Curtis B. McWilliams
 
23,728,518
 
741,460
 
3,130,256
Matthew D. Rinaldi
 
23,722,362
 
747,616
 
3,130,256
Abteen Vaziri
 
17,895,732
 
6,574,246
 
3,130,256
 
2. Proposal 2 - 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, 2019. This proposal was approved by the votes indicated below:

For
 
Against
 
Abstain
 
Broker
Non-votes
27,468,993
 
46,171
 
85,070
 
—
 
 
 
  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.
 
Date: August 1, 2019
 
  BRAEMAR HOTELS & RESORTS INC.  
     
       
 
By:
/s/ Robert G. Haiman  
    Robert G. Haiman  
   
Executive Vice President , General Counsel & Secretary