Braemar Hotels & Resorts Inc.
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 28, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Braemar Hotels & Resorts Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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2024 Proxy Statement Annual Meeting of Stockholders
Wednesday, May 15, 2024
9:00 A.M., Central Daylight Time
Braemar Hotels & Resorts Inc.
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
March 28, 2024
Dear Stockholders of Braemar Hotels & Resorts Inc.:
On behalf of the Board of Directors of Braemar Hotels & Resorts Inc., I cordially invite you to attend the 2024 annual meeting of stockholders of the Company, which will be held at 9:00 A.M., Central Daylight Time, on Wednesday, May 15, 2024 at our offices located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.
The year started with an unsettling fear of recession hanging over the industry. However, with the support of full employment, our economy continued to demonstrate growth. The recession never came. But the Fed remained hawkish and pushed up interest rates to quell inflation. And it worked. The COVID-inspired inflation started to subside and soon we were talking about a pivot to lower interest rates in 2024.
Early in 2023 global travel restrictions were lifted, and Americans started traveling internationally again. Unfortunately, this resulted in some softening of demand for domestic resorts. But conventions and meetings were back on the calendar as companies started to insist that their employees spend at least some of their time back in the office. But unfortunately, the work from home trend started a malaise within the office property sector, which now looks to be with us for many years to come. Values are down as much as 40% and refinancing is proving difficult and costly. Fortunately, these loans do not comprise a high proportion of the book within our money center banks. Nevertheless, some regional banks will be more acutely impacted. For the lodging industry, the result of this trend has been slightly lower occupancies, but higher average daily rates, placing RevPAR for the industry solidly above 2019 levels.
In 2023 our portfolio fared well, albeit generating RevPAR and EBITDA results below 2022. 2024 looks to be shaping up nicely, with very strong group pace and an industry forecast of 4% RevPAR growth across the industry and over 5% for the luxury segment. Expenses continue to be in focus, but will be very manageable, with unemployment ticking up slightly and having already booked significant increases in property taxes and insurance over the past two years.
Looking at our balance sheet, we have already addressed all of our 2024 debt maturities through a combination of extensions, refinancings and planned repayments. As we look forward, we anticipate more constructive debt capital markets for lodging, including lower interest costs in the form of lower base rates and credit spreads.
As always, we will continue to look at ways to fulfill our mission to create and protect stockholder value. Thank you for your continued interest in Braemar. We encourage you to read this proxy statement carefully and to vote your gold proxy as soon as possible so that your shares will be represented at the meeting.
Sincerely,
Monty J. Bennett
Founder and Chairman of the Board
Notice of 2024 Annual Meeting of Stockholders
| Meeting Date: | Wednesday, May 15, 2024 |
|---|---|
| Meeting Time: | 9:00 A.M., Central Daylight Time |
| Location: | Braemar Hotels & Resorts Inc.14185 Dallas Parkway, Suite 1200Dallas, Texas 75254 |
Agenda
Election of eight directors;
Advisory approval of our executive compensation;
Ratification of the appointment of BDO USA, P.C. as our independent auditor for 2024; and
Transaction of any other business that may properly come before the annual meeting.
Record Date
You may vote at the 2024 annual meeting of stockholders the shares of common stock, Series E Preferred Stock and Series M Preferred Stock of which you were a holder of record at the close of business on March 14, 2024.
Review your proxy statement and vote in one of four ways:
In person: Attend the annual meeting and vote by ballot.
By telephone: Call the telephone number and follow the instructions on your gold proxy card.
Via the internet: Go to the website address shown on your gold proxy card and follow the instructions on the website.
By mail: Mark, sign, date and return the enclosed gold proxy card in the postage paid envelope.
By order of the Board of Directors,
Deric S. Eubanks
Chief Financial Officer
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
March 28, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.