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): April 22, 2024

 

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

 

Maryland		001-35972		46-2488594
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS employer identification number)

 

14185 Dallas Parkway Suite 1200 Dallas Texas				75254
(Address of principal executive offices)				(Zip code)

 

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 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)

 

x	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 8.01 OTHER EVENTS.

 

Braemar Hotels & Resorts Inc. (the “Company”) announced today that it has postponed its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), previously scheduled to be held on May 15, 2024. The Company and Blackwells Capital LLC (“Blackwells”) are litigants in a consolidated action in the United States District Court for the Northern District of Texas with respect to the validity of the purported nomination by Blackwells of director nominees for the 2024 Annual Meeting.  That litigation is currently stayed. 

 

The 2024 Annual Meeting of Stockholders will be held on July 30, 2024.  The record date for the 2024 Annual Meeting will be May 2, 2024.  The Company intends to file with the Securities and Exchange Commission a revised proxy statement reflecting the new date of the 2024 Annual Meeting and related record date as set forth herein.  

 

Additional Information and Where to Find it

 

The Company has filed its Preliminary Proxy Statement on April 2, 2024 and Amendment No. 1 to the Preliminary Proxy Statement on April 11, 2024 on Schedule 14A with the Securities and Exchange Commission (the “SEC”). The Company intends to file a definitive proxy statement and other relevant materials with respect to the Company’s solicitation of proxies for the Annual Meeting expected to be held on July 30, 2024. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. The Preliminary Proxy Statement (and the definitive proxy statement and other relevant materials when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC at the Company’s website, http://www.bhrreit.com, under the “Investor” link, or by requesting them in writing or by telephone from us at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, Attn: Investor Relations or (972) 490-9600.

 

Participants

 

The Company and its directors and executive officers will be participants in the solicitation of proxies with respect to a solicitation by the Company. Information about those executive officers and directors of the Company and their ownership of the Company’s common stock is set forth in the Preliminary Proxy Statement. Investors and security holders may obtain additional information regarding direct and indirect interests of the Company and its executive officers and directors in the matters to be voted upon at the Annual Meeting by reading the Preliminary Proxy Statement. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.

 

 

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.

 

	BRAEMAR HOTELS & RESORTS INC.
Dated: April 22, 2024	By:	/s/ Alex Rose
		Alex Rose
		Executive Vice President, General Counsel & Secretary