Page 8 of 10 – SEC Filing Pursuant to the terms of the Agreement, Sessa has agreed, among other things, to vote all securities of the Ashford Entities it beneficially owns at any meeting of any Ashford Entity’s stockholders or action by written consent during the Restricted Period: (i) in favor of each director nominated by the board of directors of such Ashford Entity and against any stockholder nominations for director which are not recommended by the board of directors of such Ashford Entity and (ii) in accordance with the recommendation of each Ashford Entity’s board of directors with respect to such Ashford Entity’s “say-on-pay” proposal and any other proposal presented at any such meeting of stockholders or action by consent; provided, however, that Sessa shall be permitted to vote in any manner that it sees fit with respect to: (i) any Extraordinary Transaction (as defined in the Agreement); (ii) any amendment to the Issuer’s Articles of Amendment and Restatement, as amended; and (iii) (a) the Amended Advisory Agreement and (b) if the Amended Advisory Agreement is approved by Issuer’s stockholders, any amendments to the Amended Advisory Agreement, or if the Amended Advisory Agreement is not approved by the Issuer’s stockholders, any amendments to the Current Advisory Agreement. If Sessa determines to vote against the Amended Advisory Agreement, Sessa shall be permitted to make a statement in a press release stating that Sessa does not intend to vote in favor of the Amended Advisory Agreement and setting forth the reasons therefor, subject to certain limitations. Sessa also agreed to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (i) fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the 2019 Annual Meeting of Stockholders or (ii) one hundred and fifty (150) days prior to the anniversary date of the 2018 Annual Meeting of Stockholders (the “Restricted Period”). The standstill provisions generally prohibit Sessa from taking specified actions with respect to the Ashford Entities and their securities, including, among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any “group” or becoming party to any voting arrangement or agreement; (iii) seeking or encouraging others to submit nominations for election or removal of directors; (iv) making stockholders proposals or offers with respect to mergers, acquisitions and other business combinations; or (v) seeking board representation other than as provided in the Agreement. In the event any person conducts a Contested Solicitation during the Restricted Period and the preliminary results at any such stockholder meeting indicate that any of the Continuing Directors will not be elected at such meeting, Sessa shall cause each of the Independent Designees to resign from the Board and agree not to stand for re-election. However, only one Independent Designee shall be required to resign and agree not to stand for re-election if the preliminary results of such stockholder meeting indicate that only one Continuing Director will not be elected at such stockholder meeting.
Pursuant to the terms of the Agreement, Sessa and certain Ashford Entities agreed to make and/or to cause certain parties to make, within three (3) business days of the Agreement, the filings required to voluntarily dismiss with prejudice the pending Litigation in the relevant Texas District Courts.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated to read as follows:
As of the date hereof, Sessa Capital directly owns 2,210,427 Shares, representing approximately 8.5% of the 25,969,239 Shares outstanding, which is the total number of Shares outstanding as of November 7, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016. Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry, by virtue of the relationships set forth under Item 2 of the Schedule 13D, may be deemed to indirectly beneficially own the Shares directly owned by Sessa Capital. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following: On February 16, 2017, Sessa and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto. Follow Braemar Hotels & Resorts Inc. (NYSE:BHR)
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Pursuant to the terms of the Agreement, Sessa has agreed, among other things, to vote all securities of the Ashford Entities it beneficially owns at any meeting of any Ashford Entity’s stockholders or action by written consent during the Restricted Period: (i) in favor of each director nominated by the board of directors of such Ashford Entity and against any stockholder nominations for director which are not recommended by the board of directors of such Ashford Entity and (ii) in accordance with the recommendation of each Ashford Entity’s board of directors with respect to such Ashford Entity’s “say-on-pay” proposal and any other proposal presented at any such meeting of stockholders or action by consent; provided, however, that Sessa shall be permitted to vote in any manner that it sees fit with respect to: (i) any Extraordinary Transaction (as defined in the Agreement); (ii) any amendment to the Issuer’s Articles of Amendment and Restatement, as amended; and (iii) (a) the Amended Advisory Agreement and (b) if the Amended Advisory Agreement is approved by Issuer’s stockholders, any amendments to the Amended Advisory Agreement, or if the Amended Advisory Agreement is not approved by the Issuer’s stockholders, any amendments to the Current Advisory Agreement. If Sessa determines to vote against the Amended Advisory Agreement, Sessa shall be permitted to make a statement in a press release stating that Sessa does not intend to vote in favor of the Amended Advisory Agreement and setting forth the reasons therefor, subject to certain limitations.
Sessa also agreed to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (i) fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the 2019 Annual Meeting of Stockholders or (ii) one hundred and fifty (150) days prior to the anniversary date of the 2018 Annual Meeting of Stockholders (the “Restricted Period”). The standstill provisions generally prohibit Sessa from taking specified actions with respect to the Ashford Entities and their securities, including, among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any “group” or becoming party to any voting arrangement or agreement; (iii) seeking or encouraging others to submit nominations for election or removal of directors; (iv) making stockholders proposals or offers with respect to mergers, acquisitions and other business combinations; or (v) seeking board representation other than as provided in the Agreement.
In the event any person conducts a Contested Solicitation during the Restricted Period and the preliminary results at any such stockholder meeting indicate that any of the Continuing Directors will not be elected at such meeting, Sessa shall cause each of the Independent Designees to resign from the Board and agree not to stand for re-election. However, only one Independent Designee shall be required to resign and agree not to stand for re-election if the preliminary results of such stockholder meeting indicate that only one Continuing Director will not be elected at such stockholder meeting.
Pursuant to the terms of the Agreement, Sessa and certain Ashford Entities agreed to make and/or to cause certain parties to make, within three (3) business days of the Agreement, the filings required to voluntarily dismiss with prejudice the pending Litigation in the relevant Texas District Courts.
| Item 5. | Interest in Securities of the Issuer. |
| | Item 5(a) is hereby amended and restated to read as follows: |
As of the date hereof, Sessa Capital directly owns 2,210,427 Shares, representing approximately 8.5% of the 25,969,239 Shares outstanding, which is the total number of Shares outstanding as of November 7, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016. Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry, by virtue of the relationships set forth under Item 2 of the Schedule 13D, may be deemed to indirectly beneficially own the Shares directly owned by Sessa Capital.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On February 16, 2017, Sessa and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
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