Braemar Hotels & Resorts (BHR) Proxy Filing summary

Executive summary

• Annual Meeting of Stockholders scheduled for December 15, 2025, will be held virtually instead of in-person.

• Stockholders of record as of October 20, 2025, are eligible to participate and vote.

• Proxy materials and annual reports are available online for review.

Voting matters and shareholder proposals

• Stockholders can vote online during the virtual meeting or in advance using previously distributed proxy cards.

• A shareholder, Brancous, LP1, attempted to nominate board candidates but was rejected for not meeting bylaw requirements.

Board of directors and corporate governance

• The Nominating and Governance Committee and the Board unanimously rejected Brancous' nomination notice due to non-compliance with advance notice provisions.

• Outside counsel communicated the invalidity of the Brancous Notice to the shareholder.