Braemar Hotels & Resorts (BHR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 30, 2024, with a record date of May 2, 2024, and will address director elections, executive compensation, and auditor ratification.

• The company faced industry headwinds in 2023 but expects improved performance in 2024, with strong group bookings and manageable expenses.

• All 2024 debt maturities have been addressed, and the company anticipates more favorable debt markets and lower interest costs ahead.

• A proxy contest with Blackwells Capital has led to litigation, with the company urging votes only on its GOLD proxy card and disregarding Blackwells' materials.

Voting matters and shareholder proposals

• Stockholders will vote on the election of eight directors, advisory approval of executive compensation, and ratification of BDO USA, P.C. as auditor.

• The board recommends voting FOR all its nominees and proposals, and will not recognize votes for Blackwells' nominees unless ordered by court.

• Blackwells' nominations were deemed invalid due to non-compliance with bylaw requirements, leading to ongoing but currently stayed litigation.

Board of directors and corporate governance

• The board consists of eight nominees, with six independent directors and a separate chairman and CEO.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Related Party Transactions, all composed of independent directors.

• The board emphasizes diversity, independence, and robust governance practices, including annual elections, proxy access, and no classified board.

• Stock ownership guidelines require directors and executives to hold significant equity, and hedging/pledging of company securities is prohibited.