SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 18, 2020
BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission file number)||
(I.R.S. Employer Identification
14185 Dallas Parkway, Suite 1100
(Address of principal executive
Registrant’s telephone number, including
area code: (972) 490-9600
(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|
|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 5.08 Shareholder Director Nominations.
As previously disclosed, on February 18, 2020, Braemar Hotels & Resorts Inc. (the “Company”) announced May 14, 2020 as the date for the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”).
Pursuant to the proxy access provision in Article I, Section 12 of the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”), in order for a stockholder nomination (including nominations made pursuant to Rule 14a-18 under the Securities Exchange Act of 1934, as amended) to be considered for inclusion in the Company’s proxy statement for the Annual Meeting, a Nominating Stockholder (as defined in the Bylaws) must submit a Nomination Notice (as defined in the Bylaws) to the Secretary of the Company at the Company’s principle executive office no later than 5:00 p.m., Eastern time, on Friday, February 28, 2020. Nomination Notices for proxy access must comply with applicable rules and regulations promulgated by the Securities and Exchange Commission and the procedures set forth in Article I, Section 12 of the Bylaws.
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/ Deric S. Eubanks|
|Deric S. Eubanks|
|Chief Financial Officer|
Date: February 24, 2020