Braemar Hotels & Resorts (BHR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 15, 2025, to elect nine directors, approve executive compensation, and ratify the appointment of BDO USA, P.C. as independent auditor.

• The luxury lodging segment remains strong, with record RevPAR and EBITDA growth in early 2025.

• Shares trade below intrinsic value; a Special Committee was formed to evaluate strategic alternatives, including a potential sale of the company.

• Proxy materials and annual report are available online; shareholders can vote in person, by phone, internet, or mail.

Voting matters and shareholder proposals

• Proposals include election of nine directors, advisory approval of executive compensation, and ratification of BDO USA, P.C. as auditor.

• Shareholders of record as of October 20, 2025, are eligible to vote.

• Proxy access and procedures for shareholder nominations are detailed, with deadlines for 2026 proposals and nominations.

Board of directors and corporate governance

• Board consists of nine nominees with diverse backgrounds in real estate, finance, law, and hospitality.

• All directors except the Chairman and CEO are independent; robust committee structure includes Audit, Compensation, Nominating and Corporate Governance, and Related Party Transactions Committees.

• Board leadership is separated between Chairman and CEO, with a lead independent director.

• Stock ownership guidelines and prohibitions on hedging/pledging are in place for directors and executives.

• Annual board and committee self-evaluations and director education are emphasized.