Braemar Hotels & Resorts Inc | Directors to be Elected by Majority Vote Improvement at Braemar Hotels & Resorts Inc

Status
Omitted
Previous AGM date
Resolution details
Company ticker
BHR
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Resolved: Adopt a Corporate Governance Guideline, rule, or bylaw provision to state that a director who fails to obtain a majority vote in an uncontested election shall not be eligible to be nominated as a director by the Board at the next annual shareholder meeting
Supporting statement
Supporting Statement: When Braemar shareholders give a director a no confidence vote it is important that the Braemar Board respects the vote of shareholders and not override such a shareholder no confidence vote. Under the current rules the Braemar Board of Directors could be the cheerleaders for a director, or several directors, who fail to get a majority vote from Braemar shareholders and then keep such a failed director on the Braemar Board in spite of shareholder rejection. Under these rules, a BHR director could be kept on the BHR Board year after year of failed votes. The current rule is hardly the type of rule that would inspire BHR directors to excellent performance. This proposal could improve director performance because a failed vote would have more of a consequence. Currently, a director with a failed vote could remain on the Board continuously for years into the future. This is not a theoretical issue – in the company’s 2024 election, several directors failed to receive a majority vote, and the board rejected the resignations of three directors, including Monty Bennett. Shareholders have spoken and they want change. If the board fails to listen to the shareholder vote, it leaves shareholders disenfranchised.

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