Page 7 of 10 – SEC Filing The following constitutes Amendment No. 15 to the Schedule 13D filed by the Reporting Persons (“Amendment No. 15”). This Amendment No. 15 amends the Schedule 13D as specifically set forth herein. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On February 16, 2017, Sessa Capital and certain of its affiliates (collectively, “Sessa”) entered into a settlement agreement (the “Agreement”) with the Issuer, Ashford Inc. and Ashford Hospitality Trust, Inc. (collectively, the “Ashford Entities”) regarding, among other things, the composition of the Issuer’s Board of Directors (the “Board”) and the pending litigation involving Sessa, Sessa’s nominees (the “2016 Nominees”) for election to the Board at the 2016 Annual Meeting of Stockholders and certain Ashford Entities, among others (the “Litigation”). The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Agreement, the Issuer agreed to appoint two (2) of the 2016 Nominees (such appointees, the “Independent Designees” and together with the Additional Independent Director (as defined below), the “Appointed Directors”) to the Board within two (2) weeks of the date of the Agreement. In addition, the Board and Sessa will cooperate in good faith to agree upon one (1) additional independent director to be appointed to the Board (the “Additional Independent Director”). So long as Sessa beneficially owns at least the lesser of 6.0% of the Issuer’s oustanding Shares and 1,561,294 Shares (the “2017 Meeting Minimum Ownership Threshold”) as of the record date for the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”), the Issuer has agreed to nominate, recommend and support the election of the Independent Designees and the Additional Independent Director, if appointed as of such time, at the Issuer’s 2017 Annual Meeting together with the following six (6) directors of the Issuer (the “Continuing Directors”): Montgomery J. Bennett, Stefani D. Carter, Kenneth H. Fearn, Douglas A. Kessler, Curtis B. McWilliams and Matthew D. Rinaldi. Two (2) of the Issuer’s current directors, W. Michael Murphy and Andrew L. Strong, will not stand for reelection at the 2017 Annual Meeting. The Issuer has agreed that following the 2017 Annual Meeting and throughout the Restricted Period (as defined below) so long as Sessa beneficially owns at least the lesser of 3.0% of the Issuer’s then outstanding Shares and 780,647 Shares (the “3% Ownership Threshold”), the size of the Board shall not be increased to more than nine (9) directors, unless otherwise consented to in writing by either Sessa or the Independent Designees. As described in more detail below, the Agreement provides that Sessa must vote in favor of the directors nominated by the Board at any meeting of stockholders during the Restricted Period (as defined below), however, Sessa is permitted to vote in any manner that it sees fit with respect to, among other things, the Fourth Amended and Restated Advisory Agreement with Ashford Inc. (the “Amended Advisory Agreement”) or any amendments to the current Advisory Agreement with Ashford Inc. (the “Current Advisory Agreement”). As long as Sessa satisfies the 3% Ownership Threshold as of each of the nomination deadline and record date for the Issuer’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), the Issuer shall nominate, recommend and support the election of the Independent Designees and the Additional Independent Director at the 2018 Annual Meeting. Pursuant to the Agreement, the Issuer has also agreed, among other things, to: (i) appoint one (1) of the Independent Designees as a member of the Nominating/Corporate Governance Committee of the Board and to promptly, in good faith, determine any other Board committee memberships for such Independent Designees; (ii) ensure that, during the Restricted Period, any new committee of the Board shall include at least one of the Independent Designees; and (iii) use its reasonable best efforts to hold the 2017 Annual Meeting no later than June 30, 2017. The Agreement also provides that if any Independent Designee (or any replacement thereof) is unable or unwilling to serve as a director, or is removed as a director (other than in connection with a Board Resignation Event (as defined therein)) either (i) prior to the 2017 Annual Meeting and at such time Sessa satisfies the 2017 Meeting Minimum Ownership Threshold, or (ii) following the 2017 Annual Meeting through the expiration of the Restricted Period, and at such time Sessa satisfies the 3% Ownership Threshold, then Sessa has the ability to recommend a substitute person, who meets certain independence and experience criteria. Follow Braemar Hotels & Resorts Inc. (NYSE:BHR)
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The following constitutes Amendment No. 15 to the Schedule 13D filed by the Reporting Persons (“Amendment No. 15”). This Amendment No. 15 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On February 16, 2017, Sessa Capital and certain of its affiliates (collectively, “Sessa”) entered into a settlement agreement (the “Agreement”) with the Issuer, Ashford Inc. and Ashford Hospitality Trust, Inc. (collectively, the “Ashford Entities”) regarding, among other things, the composition of the Issuer’s Board of Directors (the “Board”) and the pending litigation involving Sessa, Sessa’s nominees (the “2016 Nominees”) for election to the Board at the 2016 Annual Meeting of Stockholders and certain Ashford Entities, among others (the “Litigation”). The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Agreement, the Issuer agreed to appoint two (2) of the 2016 Nominees (such appointees, the “Independent Designees” and together with the Additional Independent Director (as defined below), the “Appointed Directors”) to the Board within two (2) weeks of the date of the Agreement. In addition, the Board and Sessa will cooperate in good faith to agree upon one (1) additional independent director to be appointed to the Board (the “Additional Independent Director”). So long as Sessa beneficially owns at least the lesser of 6.0% of the Issuer’s oustanding Shares and 1,561,294 Shares (the “2017 Meeting Minimum Ownership Threshold”) as of the record date for the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”), the Issuer has agreed to nominate, recommend and support the election of the Independent Designees and the Additional Independent Director, if appointed as of such time, at the Issuer’s 2017 Annual Meeting together with the following six (6) directors of the Issuer (the “Continuing Directors”): Montgomery J. Bennett, Stefani D. Carter, Kenneth H. Fearn, Douglas A. Kessler, Curtis B. McWilliams and Matthew D. Rinaldi. Two (2) of the Issuer’s current directors, W. Michael Murphy and Andrew L. Strong, will not stand for reelection at the 2017 Annual Meeting. The Issuer has agreed that following the 2017 Annual Meeting and throughout the Restricted Period (as defined below) so long as Sessa beneficially owns at least the lesser of 3.0% of the Issuer’s then outstanding Shares and 780,647 Shares (the “3% Ownership Threshold”), the size of the Board shall not be increased to more than nine (9) directors, unless otherwise consented to in writing by either Sessa or the Independent Designees.
As described in more detail below, the Agreement provides that Sessa must vote in favor of the directors nominated by the Board at any meeting of stockholders during the Restricted Period (as defined below), however, Sessa is permitted to vote in any manner that it sees fit with respect to, among other things, the Fourth Amended and Restated Advisory Agreement with Ashford Inc. (the “Amended Advisory Agreement”) or any amendments to the current Advisory Agreement with Ashford Inc. (the “Current Advisory Agreement”).
As long as Sessa satisfies the 3% Ownership Threshold as of each of the nomination deadline and record date for the Issuer’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), the Issuer shall nominate, recommend and support the election of the Independent Designees and the Additional Independent Director at the 2018 Annual Meeting.
Pursuant to the Agreement, the Issuer has also agreed, among other things, to: (i) appoint one (1) of the Independent Designees as a member of the Nominating/Corporate Governance Committee of the Board and to promptly, in good faith, determine any other Board committee memberships for such Independent Designees; (ii) ensure that, during the Restricted Period, any new committee of the Board shall include at least one of the Independent Designees; and (iii) use its reasonable best efforts to hold the 2017 Annual Meeting no later than June 30, 2017.
The Agreement also provides that if any Independent Designee (or any replacement thereof) is unable or unwilling to serve as a director, or is removed as a director (other than in connection with a Board Resignation Event (as defined therein)) either (i) prior to the 2017 Annual Meeting and at such time Sessa satisfies the 2017 Meeting Minimum Ownership Threshold, or (ii) following the 2017 Annual Meeting through the expiration of the Restricted Period, and at such time Sessa satisfies the 3% Ownership Threshold, then Sessa has the ability to recommend a substitute person, who meets certain independence and experience criteria.
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