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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): May 11, 2021

BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)


Maryland001-3597246-2488594
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas75254
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (972490-9600

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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockBHRNew York Stock Exchange
Preferred Stock, Series BBHR-PBNew York Stock Exchange
Preferred Stock, Series DBHR-PDNew York Stock Exchange



ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
(a) On May 11, 2021, Braemar Hotels & Resorts Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of March 15, 2021, the record date for the Annual Meeting, there were 41,124,073 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 22,237,566 shares, or approximately 54.07% 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 eight 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

10,887,055 

1,660,267 

9,690,244 
Stefani D. Carter

9,819,456 

2,727,866 

9,690,244 
Candace Evans

12,278,479 

268,843 

9,690,244 
Kenneth H. Fearn, Jr.

12,272,772 

274,550 

9,690,244 
Curtis B. McWilliams

11,865,715 

681,607 

9,690,244 
Matthew D. Rinaldi

11,811,432 

735,890 

9,690,244 
Richard J. Stockton

12,255,770 

291,552 

9,690,244 
Abteen Vaziri

9,820,075 

2,727,247 

9,690,244 

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
10,824,261

1,603,839

119,222

9,690,244

3. Proposal 3 – 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, 2021. This proposal was approved by the votes indicated below:
For

Against

Abstain

21,928,058

226,397

83,111


4. Proposal 4 – To approve Amendment No. 2 to the Company’s Second Amended and Restated 2013 Equity Incentive Plan. This proposal was approved by the votes indicated below:
For

Against

Abstain

Broker
Non-votes
9,936,141

2,540,171

71,010

9,690,244




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 11, 2021
 
BRAEMAR HOTELS & RESORTS INC.
By:/s/ ROBERT G. HAIMAN
Robert G. Haiman
Executive Vice President, General Counsel & Secretary