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Braemar Hotels & Resorts Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Braemar Hotels & Resorts Inc.’s Form 8-K, filed December 16, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

11Ballot items
151Asset managers
1,193Fund votes
December 15, 2025Meeting date

Results at a glance

Meeting of December 15, 2025: 11 items on Braemar Hotels & Resorts Inc.’s Form 8-K, filed December 16, 2025: 2 approved · 1 not elected · 8 without a stated outcome.

Not approved or not elected

Elect Director: Stefani D. Carter 43% of votes cast Not elected Director under 80%

Material dissent

Elect Director: Monty J. Bennett 62% of votes cast Outcome not stated Director under 80%
Elect Director: Candace Evans 64% of votes cast Outcome not stated Director under 80%
Elect Director: Rebeca Odino-Johnson 74% of votes cast Outcome not stated Director under 80%
Elect Director: Matthew D. Rinaldi 54.6% of votes cast Outcome not stated Director under 80%
Elect Director: Richard J. Stockton 76% of votes cast Outcome not stated Director under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2024-2025 2025-2026

Explore Braemar Hotels & Resorts Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Braemar Hotels & Resorts Inc.

These tallies are Braemar Hotels & Resorts Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 16, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Braemar Hotels & Resorts Inc. — official shareholder meeting results, meeting held December 15, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Monty J. Bennett	25,210,121	15,435,918	2,465,014	--	17,493,559	62%	Not verified	—
Elect Director: Stefani D. Carter	17,537,826	22,919,392	2,653,835	--	17,493,559	43%	Not elected	—
Elect Director: Candace Evans	25,927,625	14,708,466	2,474,962	--	17,493,559	64%	Not verified	—
Elect Director: Bob Ghassemieh	39,613,359	1,017,109	2,480,585	--	17,493,559	97%	Not verified	—
Elect Director: Rebecca Musser	33,891,486	6,736,785	2,482,782	--	17,493,559	83%	Not verified	—
Elect Director: Rebeca Odino-Johnson	29,992,412	10,642,730	2,475,911	--	17,493,559	74%	Not verified	—
Elect Director: Matthew D. Rinaldi	22,178,511	18,454,444	2,478,098	--	17,493,559	54.6%	Not verified	—
Elect Director: Kellie Sirna	34,523,943	6,110,352	2,476,758	--	17,493,559	85%	Not verified	—
Elect Director: Richard J. Stockton	30,700,098	9,935,818	2,475,137	--	17,493,559	76%	Not verified	—
2. To obtain advisory approval of the Company's executive compensation	32,041,423	8,540,915	2,528,715	--	17,493,559	79%	Approved	—
3. To ratify the appointment of BDO USA, PC, a national public accounting firm, as the Company's independent auditors for the fiscal year ending December 31, 2025	57,704,415	394,033	2,506,164	--	--	99.3%	Approved	—

Source: Braemar Hotels & Resorts Inc., Form 8-K, filed with the SEC on December 16, 2025 — read the filing on EDGAR.

How asset managers voted at the Braemar Hotels & Resorts Inc. 2025-2026 meeting

Each item below shows how the 151 asset managers that disclosed a Braemar Hotels & Resorts Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Bob Ghassemieh

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 39,613,359AGAINST: 1,017,109

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Bob Ghassemieh

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Bob Ghassemieh”): 39,613,359 for, 1,017,109 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 9,931,780 for.

FOR

FOR: 9,931,780

Largest asset managers voting on “Election of Directors: Bob Ghassemieh” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Vote
BlackRock	3,521,571	For
Vanguard	3,045,590	For
Fidelity	1,199,205	For
ETF Series Solutions	544,839	For
Charles Schwab	172,599	For
Equitable	166,044	For
Russell Investments	165,551	For
TIAA	108,301	For
Prudential/PGIM	107,200	For
Series Portfolios Trust	99,418	For
TARGET PORTFOLIO TRUST	88,700	For
QUANTITATIVE MASTER SERIES LLC	85,914	For
Nationwide	85,904	For
Invesco	65,382	For
Dimensional	57,309	For
Columbia Threadneedle	41,522	For
Lincoln Financial	41,400	For
Northern Trust	37,443	For
MASTER INVESTMENT PORTFOLIO	34,541	For
AIG/SunAmerica	30,782	For
Global X	27,764	For
Pacific Life	26,212	For
Goldman Sachs	25,851	For
Bridge Builder Trust	22,191	For
John Hancock	20,343	For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

2. Elect Director: Candace Evans

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

64% Majority: yes · of votes cast

FOR 64%AGAINST

FOR: 25,927,625AGAINST: 14,708,466

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Candace Evans

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Candace Evans”): 25,927,625 for, 14,708,466 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 64% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 7,399,726 for, 2,532,054 against.

FORAGAINST

FOR: 7,399,726AGAINST: 2,532,054

Largest asset managers voting on “Election of Directors: Candace Evans” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	1,612,254	1,909,317	Mixed
Vanguard	3,045,590	0	For
Fidelity	1,199,205	0	For
ETF Series Solutions	544,839	0	For
Charles Schwab	172,599	0	For
Equitable	0	166,044	Against
Russell Investments	165,551	0	For
TIAA	108,301	0	For
Prudential/PGIM	107,200	0	For
Series Portfolios Trust	99,418	0	For
TARGET PORTFOLIO TRUST	88,700	0	For
QUANTITATIVE MASTER SERIES LLC	0	85,914	Against
Nationwide	4,810	81,094	Mixed
Invesco	65,382	0	For
Dimensional	0	57,309	Against
Columbia Threadneedle	0	41,522	Against
Lincoln Financial	41,400	0	For
Northern Trust	37,443	0	For
MASTER INVESTMENT PORTFOLIO	34,541	0	For
AIG/SunAmerica	0	30,782	Against
Global X	27,764	0	For
Pacific Life	0	26,212	Against
Goldman Sachs	0	25,851	Against
Bridge Builder Trust	0	22,191	Against
John Hancock	0	20,343	Against

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

3. Elect Director: Kellie Sirna

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST

FOR: 34,523,943AGAINST: 6,110,352

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Kellie Sirna

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Kellie Sirna”): 34,523,943 for, 6,110,352 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 9,931,780 for.

FOR

FOR: 9,931,780

Largest asset managers voting on “Election of Directors: Kellie Sirna” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Vote
BlackRock	3,521,571	For
Vanguard	3,045,590	For
Fidelity	1,199,205	For
ETF Series Solutions	544,839	For
Charles Schwab	172,599	For
Equitable	166,044	For
Russell Investments	165,551	For
TIAA	108,301	For
Prudential/PGIM	107,200	For
Series Portfolios Trust	99,418	For
TARGET PORTFOLIO TRUST	88,700	For
QUANTITATIVE MASTER SERIES LLC	85,914	For
Nationwide	85,904	For
Invesco	65,382	For
Dimensional	57,309	For
Columbia Threadneedle	41,522	For
Lincoln Financial	41,400	For
Northern Trust	37,443	For
MASTER INVESTMENT PORTFOLIO	34,541	For
AIG/SunAmerica	30,782	For
Global X	27,764	For
Pacific Life	26,212	For
Goldman Sachs	25,851	For
Bridge Builder Trust	22,191	For
John Hancock	20,343	For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

4. Elect Director: Matthew D. Rinaldi

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

54.6% Majority: yes · of votes cast

FOR 54.6%AGAINST

FOR: 22,178,511AGAINST: 18,454,444

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Matthew D. Rinaldi

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Matthew D. Rinaldi”): 22,178,511 for, 18,454,444 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 54.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 5,776,773 for, 4,155,007 against.

FORAGAINST

FOR: 5,776,773AGAINST: 4,155,007

Largest asset managers voting on “Election of Directors: Matthew D. Rinaldi” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	0	3,521,571	Against
Vanguard	3,045,590	0	For
Fidelity	1,199,205	0	For
ETF Series Solutions	544,839	0	For
Charles Schwab	172,599	0	For
Equitable	0	166,044	Against
Russell Investments	165,551	0	For
TIAA	108,301	0	For
Prudential/PGIM	107,200	0	For
Series Portfolios Trust	99,418	0	For
TARGET PORTFOLIO TRUST	88,700	0	For
QUANTITATIVE MASTER SERIES LLC	0	85,914	Against
Nationwide	15,273	70,631	Mixed
Invesco	65,382	0	For
Dimensional	0	57,309	Against
Columbia Threadneedle	41,522	0	For
Lincoln Financial	0	41,400	Against
Northern Trust	37,443	0	For
MASTER INVESTMENT PORTFOLIO	0	34,541	Against
AIG/SunAmerica	0	30,782	Against
Global X	27,764	0	For
Pacific Life	0	26,212	Against
Goldman Sachs	25,851	0	For
Bridge Builder Trust	0	22,191	Against
John Hancock	0	20,343	Against

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

5. Elect Director: Monty J. Bennett

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

62% Majority: yes · of votes cast

FOR 62%AGAINST

FOR: 25,210,121AGAINST: 15,435,918

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Monty J. Bennett

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Monty J. Bennett”): 25,210,121 for, 15,435,918 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 62% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 7,423,568 for, 2,508,212 against.

FORAGAINST

FOR: 7,423,568AGAINST: 2,508,212

Largest asset managers voting on “Election of Directors: Monty J. Bennett” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	1,612,254	1,909,317	Mixed
Vanguard	3,045,590	0	For
Fidelity	1,199,205	0	For
ETF Series Solutions	544,839	0	For
Charles Schwab	172,599	0	For
Equitable	0	166,044	Against
Russell Investments	165,551	0	For
TIAA	108,301	0	For
Prudential/PGIM	107,200	0	For
Series Portfolios Trust	99,418	0	For
TARGET PORTFOLIO TRUST	88,700	0	For
QUANTITATIVE MASTER SERIES LLC	0	85,914	Against
Nationwide	15,273	70,631	Mixed
Invesco	65,382	0	For
Dimensional	0	57,309	Against
Columbia Threadneedle	41,522	0	For
Lincoln Financial	0	41,400	Against
Northern Trust	37,443	0	For
MASTER INVESTMENT PORTFOLIO	34,541	0	For
AIG/SunAmerica	0	30,782	Against
Global X	27,764	0	For
Pacific Life	0	26,212	Against
Goldman Sachs	25,851	0	For
Bridge Builder Trust	0	22,191	Against
John Hancock	0	20,343	Against

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

6. Elect Director: Rebeca Odino-Johnson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

74% Majority: yes · of votes cast

FOR 74%AGAINST

FOR: 29,992,412AGAINST: 10,642,730

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Rebeca Odino-Johnson

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Rebeca Odino-Johnson”): 29,992,412 for, 10,642,730 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 9,628,502 for, 303,278 against.

FOR

FOR: 9,628,502AGAINST: 303,278

Largest asset managers voting on “Election of Directors: Rebeca Odino-Johnson” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	3,521,571	0	For
Vanguard	3,045,590	0	For
Fidelity	1,199,205	0	For
ETF Series Solutions	544,839	0	For
Charles Schwab	172,599	0	For
Equitable	91,834	74,210	Mixed
Russell Investments	165,551	0	For
TIAA	108,301	0	For
Prudential/PGIM	107,200	0	For
Series Portfolios Trust	99,418	0	For
TARGET PORTFOLIO TRUST	88,700	0	For
QUANTITATIVE MASTER SERIES LLC	85,914	0	For
Nationwide	30,462	55,442	Mixed
Invesco	65,382	0	For
Dimensional	0	57,309	Against
Columbia Threadneedle	41,522	0	For
Lincoln Financial	41,400	0	For
Northern Trust	37,443	0	For
MASTER INVESTMENT PORTFOLIO	34,541	0	For
AIG/SunAmerica	0	30,782	Against
Global X	27,764	0	For
Pacific Life	26,212	0	For
Goldman Sachs	25,851	0	For
Bridge Builder Trust	22,191	0	For
John Hancock	0	20,343	Against

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

7. Elect Director: Rebecca Musser

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST

FOR: 33,891,486AGAINST: 6,736,785

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Rebecca Musser

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Rebecca Musser”): 33,891,486 for, 6,736,785 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 9,794,515 for, 137,265 against.

FOR

FOR: 9,794,515AGAINST: 137,265

Largest asset managers voting on “Election of Directors: Rebecca Musser” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	3,521,571	0	For
Vanguard	3,045,590	0	For
Fidelity	1,199,205	0	For
ETF Series Solutions	544,839	0	For
Charles Schwab	172,599	0	For
Equitable	91,834	74,210	Mixed
Russell Investments	165,551	0	For
TIAA	108,301	0	For
Prudential/PGIM	107,200	0	For
Series Portfolios Trust	99,418	0	For
TARGET PORTFOLIO TRUST	88,700	0	For
QUANTITATIVE MASTER SERIES LLC	85,914	0	For
Nationwide	85,904	0	For
Invesco	65,382	0	For
Dimensional	0	57,309	Against
Columbia Threadneedle	41,522	0	For
Lincoln Financial	41,400	0	For
Northern Trust	37,443	0	For
MASTER INVESTMENT PORTFOLIO	34,541	0	For
AIG/SunAmerica	30,782	0	For
Global X	27,764	0	For
Pacific Life	26,212	0	For
Goldman Sachs	25,851	0	For
Bridge Builder Trust	22,191	0	For
John Hancock	20,343	0	For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

8. Elect Director: Richard J. Stockton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

76% Majority: yes · of votes cast

FOR 76%AGAINST

FOR: 30,700,098AGAINST: 9,935,818

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Richard J. Stockton

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Richard J. Stockton”): 30,700,098 for, 9,935,818 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 76% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 9,628,220 for, 303,560 against.

FOR

FOR: 9,628,220AGAINST: 303,560

Largest asset managers voting on “Election of Directors: Richard J. Stockton” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	3,521,571	0	For
Vanguard	3,045,590	0	For
Fidelity	1,199,205	0	For
ETF Series Solutions	544,839	0	For
Charles Schwab	172,599	0	For
Equitable	91,834	74,210	Mixed
Russell Investments	165,551	0	For
TIAA	108,301	0	For
Prudential/PGIM	107,200	0	For
Series Portfolios Trust	99,418	0	For
TARGET PORTFOLIO TRUST	88,700	0	For
QUANTITATIVE MASTER SERIES LLC	85,914	0	For
Nationwide	30,462	55,442	Mixed
Invesco	65,382	0	For
Dimensional	0	57,309	Against
Columbia Threadneedle	41,522	0	For
Lincoln Financial	41,400	0	For
Northern Trust	37,443	0	For
MASTER INVESTMENT PORTFOLIO	34,541	0	For
AIG/SunAmerica	0	30,782	Against
Global X	27,764	0	For
Pacific Life	26,212	0	For
Goldman Sachs	25,851	0	For
Bridge Builder Trust	22,191	0	For
John Hancock	0	20,343	Against

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

9. Elect Director: Stefani D. Carter

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 3 wordings of this item as funds reported it.

43% Majority: no · of votes cast

FOR 43%AGAINST

FOR: 17,537,826AGAINST: 22,919,392

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: Election of Directors: Stefani D. Carter

Braemar Hotels & Resorts Inc.’s own tally for this item (“Elect Director: Stefani D. Carter”): 17,537,826 for, 22,919,392 against, per its Form 8-K filed December 16, 2025 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Not elected, in the filing’s own words: “The voting results for each nominee were as shown below: Each director nominee named above was elected at the Annual Meeting except for Ms. Carter who did not receive a majority of votes cast in favor of her election and therefore was not elected.”
Support: 43% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 3,886,702 for, 6,045,078 against.

FORAGAINST

FOR: 3,886,702AGAINST: 6,045,078

Largest asset managers voting on “Election of Directors: Stefani D. Carter” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	0	3,521,571	Against
Vanguard	3,045,590	0	For
Fidelity	0	1,199,205	Against
ETF Series Solutions	544,839	0	For
Charles Schwab	0	172,599	Against
Equitable	0	166,044	Against
Russell Investments	0	165,551	Against
TIAA	0	108,301	Against
Prudential/PGIM	107,200	0	For
Series Portfolios Trust	99,418	0	For
TARGET PORTFOLIO TRUST	88,700	0	For
QUANTITATIVE MASTER SERIES LLC	0	85,914	Against
Nationwide	0	85,904	Against
Invesco	0	65,382	Against
Dimensional	0	57,309	Against
Columbia Threadneedle	0	41,522	Against
Lincoln Financial	0	41,400	Against
Northern Trust	0	37,443	Against
MASTER INVESTMENT PORTFOLIO	0	34,541	Against
AIG/SunAmerica	0	30,782	Against
Global X	0	27,764	Against
Pacific Life	0	26,212	Against
Goldman Sachs	0	25,851	Against
Bridge Builder Trust	0	22,191	Against
John Hancock	0	20,343	Against

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

10. 2. To obtain advisory approval of the Company's executive compensation

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

79% Approved · of votes cast

FOR 79%AGAINST

FOR: 32,041,423AGAINST: 8,540,915

Details: description as filed, official tally, votes by 149 asset managers

Description as filed by funds: TO OBTAIN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

Braemar Hotels & Resorts Inc.’s own tally for this item (“2. To obtain advisory approval of the Company's executive compensation”): 32,041,423 for, 8,540,915 against — passed, per its Form 8-K filed December 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the votes indicated below:”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of Braemar Hotels & Resorts Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (2 managers, 23,947 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 42 asset managers voting on “TO OBTAIN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	3,521,571	0	For
Vanguard	3,045,590	0	For
Fidelity	1,199,205	0	For
ETF Series Solutions	544,839	0	For
Charles Schwab	172,599	0	For
Equitable	166,044	0	For
Russell Investments	0	165,551	Against
TIAA	108,301	0	For
Prudential/PGIM	0	107,200	Against
Series Portfolios Trust	99,418	0	For
TARGET PORTFOLIO TRUST	0	88,700	Against
QUANTITATIVE MASTER SERIES LLC	85,914	0	For
Nationwide	81,094	4,810	Mixed
Invesco	65,382	0	For
Dimensional	0	57,309	Against
Columbia Threadneedle	41,522	0	For
Lincoln Financial	41,400	0	For
Northern Trust	37,443	0	For
MASTER INVESTMENT PORTFOLIO	34,541	0	For
AIG/SunAmerica	30,782	0	For
Global X	0	27,764	Against
Pacific Life	26,212	0	For
Goldman Sachs	25,851	0	For
Bridge Builder Trust	22,191	0	For
John Hancock	20,343	0	For

Fund voting reports, all 42 managers: 9,461,681 for, 470,099 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 123 asset managers voting on “TO OBTAIN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
BlackRock	2,952,873	1	0	For
DAVIDSON KEMPNER CAPITAL MANAGEMENT LP	0	0	2,300,700	Abstain
GEODE CAPITAL MANAGEMENT, LLC	1,380,056	0	0	For
State Street	1,277,714	0	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	910,972	0	0	For
LSV ASSET MANAGEMENT	0	598,428	0	Against
UI BVK Kapitalverwaltungsgesellschaft mbH	480,000	0	0	For
Russell Investments	0	405,129	0	Against
Northern Trust	384,207	0	0	For
Renaissance	333,008	0	0	For
Orvieto Partners, L.P.	0	327,502	0	Against
Prudential/PGIM	0	327,166	0	Against
LANDMARK INVESTMENT PARTNERS, L.P.	0	302,121	0	Against
MELLON INVESTMENTS Corp	219,933	0	0	For
DE Shaw	199,051	0	0	For
Connor, Clark & Lunn Investment Management Ltd.	197,169	0	0	For
Charles Schwab	172,663	0	0	For
Gabelli	168,300	0	0	For
GatePass Capital, LLC	150,500	0	0	For
State of New Jersey Common Pension Fund D	147,995	0	0	For
SEGALL BRYANT & HAMILL, LLC	122,422	0	0	For
Achmea Investment Management B.V.	120,800	0	0	For
Nuveen	115,072	0	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	113,223	0	0	For
Goldman Sachs	107,628	0	0	For

Institutional-manager reports, all 123 managers: 10,573,728 for, 2,369,020 against, 2,300,700 abstained. Showing the 25 largest; see all in the interactive database.

11. 3. To ratify the appointment of BDO USA, PC, a national public accounting firm, as the Company's independent auditors…

Official resultAUDIT-RELATEDReported outcome: Approved

99.3% Approved · of votes cast

FOR 99.3%

FOR: 57,704,415AGAINST: 394,033

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF BDO USA, P.C., A NATIONAL PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

Braemar Hotels & Resorts Inc.’s own tally for this item (“3. To ratify the appointment of BDO USA, PC, a national public accounting firm, as the Company's independent auditors for the fiscal year ending December 31, 2025”): 57,704,415 for, 394,033 against — passed, per its Form 8-K filed December 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the votes indicated below:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 9,928,592 for, 3,188 against.

FOR

FOR: 9,928,592AGAINST: 3,188

Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF BDO USA, P.C., A NATIONAL PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT AU” at Braemar Hotels & Resorts Inc., 2025-2026
Asset manager	For	Vote
BlackRock	3,521,571	For
Vanguard	3,045,590	For
Fidelity	1,199,205	For
ETF Series Solutions	544,839	For
Charles Schwab	172,599	For
Equitable	166,044	For
Russell Investments	165,551	For
TIAA	108,301	For
Prudential/PGIM	107,200	For
Series Portfolios Trust	99,418	For
TARGET PORTFOLIO TRUST	88,700	For
QUANTITATIVE MASTER SERIES LLC	85,914	For
Nationwide	85,904	For
Invesco	65,382	For
Dimensional	57,309	For
Columbia Threadneedle	41,522	For
Lincoln Financial	41,400	For
Northern Trust	37,443	For
MASTER INVESTMENT PORTFOLIO	34,541	For
AIG/SunAmerica	30,782	For
Global X	27,764	For
Pacific Life	26,212	For
Goldman Sachs	25,851	For
Bridge Builder Trust	22,191	For
John Hancock	20,343	For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

Largest Braemar Hotels & Resorts Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 68,219,432 shares outstanding at the time of that meeting.

Fund voting reports: top Braemar Hotels & Resorts Inc. shareholders by shares voted on “TO OBTAIN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.”, 2025-2026
#	Asset manager	% of shares outstanding
1	BlackRock	5.16%
2	Vanguard	4.46%
3	Fidelity	1.76%
4	ETF Series Solutions	0.80%
5	Charles Schwab	0.25%
6	Equitable	0.24%
7	Russell Investments	0.24%
8	TIAA	0.16%
9	Prudential/PGIM	0.16%
10	Series Portfolios Trust	0.15%

Institutional-manager reports: top Braemar Hotels & Resorts Inc. shareholders by shares voted on “TO OBTAIN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.”, 2025-2026
#	Asset manager	% of shares outstanding
1	BlackRock	4.33%
2	DAVIDSON KEMPNER CAPITAL MANAGEMENT LP	3.37%
3	GEODE CAPITAL MANAGEMENT, LLC	2.02%
4	State Street	1.87%
5	ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	1.34%
6	LSV ASSET MANAGEMENT	0.88%
7	UI BVK Kapitalverwaltungsgesellschaft mbH	0.70%
8	Russell Investments	0.59%
9	Northern Trust	0.56%
10	Renaissance	0.49%

Reported Braemar Hotels & Resorts Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Braemar Hotels & Resorts Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	12.24%	13F
Al Shams Investments LTD	9.55%	13D
ZAZOVE ASSOCIATES LLC	7.64%	13G
Vanguard Group	5.08%	13F
Morning View Hotels BH I, LLC	3.66%	13D
Geode Capital	2.06%	13F
State Street	1.98%	13F
Renaissance Technologies	1.07%	13F
Dimensional Fund Advisors	1.03%	13F
Northern Trust	0.68%	13F

Percentages above are of 68,219,432 shares outstanding, as reported by Braemar Hotels & Resorts Inc. on its Form 10-Q dated November 5, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Braemar Hotels & Resorts Inc.’s 10-Q dated November 5, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At Braemar Hotels & Resorts Inc.'s shareholder meeting held December 15, 2025, in the 2025-2026 proxy season, 151 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 1,193 separate fund positions. On the most widely held item on that ballot — TO OBTAIN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. — Braemar Hotels & Resorts Inc.'s filing reports the proposal as approved, with 79% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Braemar Hotels & Resorts Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on December 16, 2025.

Braemar Hotels & Resorts Inc. proxy season coverage: 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.