Braemar Hotels & Resorts Inc.
For the period ended Oct 1, 2025. Filed Oct 30, 2025.
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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.
Oct 1, 2025 · Filed Oct 30, 2025
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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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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
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| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
2025 Proxy Statement
Annual Meeting of Stockholders
Monday, December 15, 2025
9:00 A.M., Central Time
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
October 30, 2025
Dear Fellow Shareholders:
On behalf of the Board of Directors of Braemar Hotels & Resorts Inc., I invite you to attend our 2025 Annual Meeting of Shareholders, to be held at 9:00 a.m. Central Time on Monday, December 15, 2025 at our corporate offices located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.
The U.S. lodging industry remains resilient, with the luxury segment—Braemar’s primary focus—continuing to outperform as consumers and corporate travelers alike prioritize high-quality experiences. Strong economic fundamentals, a healthy labor market, and the Federal Reserve’s recent shift toward interest rate reductions have provided a favorable backdrop for continued growth in travel and hospitality.
Braemar’s portfolio has delivered solid results in this environment. We entered 2025 with record momentum: first-quarter RevPAR exceeded $400 for the first time in Company history, up 4.2% year-over-year, while Comparable Hotel EBITDA grew 5%. Expense pressures are moderating as wage growth stabilizes and prior increases in insurance and property taxes have been largely absorbed.
Despite this strong performance, our shares continue to trade below the intrinsic value of our high-quality luxury portfolio. In response, the Board formed a Special Committee in 2024 to evaluate strategic alternatives to maximize shareholder value. After a comprehensive review, the Committee determined that pursuing a potential sale of the Company represents the best path forward.
While the outcome is not yet determined, both the Board and management remain fully committed to securing the highest possible value for shareholders. We thank you for your trust, confidence, and continued support.
Please review the accompanying proxy materials carefully and return your proxy card promptly to ensure your shares are represented at the meeting.
Sincerely,
Monty J. Bennett
Chairman of the Board
Notice of 2025 Annual Meeting of Stockholders
| Meeting Date: | Monday, December 15, 2025 |
|---|---|
| Meeting Time: | 9:00 A.M., Central Time |
| Location: | Braemar Hotels & Resorts Inc.14185 Dallas Parkway, Suite 1200Dallas, Texas 75254 |
Agenda
Election of nine directors;
Advisory approval of our executive compensation;
Ratification of the appointment of BDO USA, P.C. as our independent auditor for 2025; and
Transaction of any other business that may properly come before the annual meeting.
Record Date
You may vote at the 2025 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 October 20, 2025. We have mailed this proxy to anyone who was a holder of common stock, Series E Preferred Stock and Series M Preferred Stock as of the close of business on October 30, 2025.
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 proxy card.
Via the internet: Go to the website address shown on your proxy card and follow the instructions on the website.
By mail: Mark, sign, date and return the enclosed proxy card in the postage paid envelope.
Regardless of the number of shares of the Company’s common stock, Series E Preferred Stock or Series M Preferred Stock that you own, your vote is important. Thank you for your continued support, interest, and investment in the Company.
By order of the Board of Directors,
Deric S. Eubanks
Chief Financial Officer
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
October 30, 2025
This Notice of the Annual Meeting of Stockholders and the accompanying proxy statement are first being made available to stockholders of record as of October 20, 2025, on or about October 30, 2025.
If you have any questions or require any assistance in voting your shares, please contact our proxy solicitor:
430 Park Avenue
New York, NY 10022
Stockholders Call (800) 662-5200 Toll Free
or (203) 658-9400
Email: BHR@info.sodali.com
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held at 9:00 a.m., Central Time on Monday, December 15, 2025.This proxy statement, the accompanying proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.bhrreit.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.