Key Summary: On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. On June 3, 2024, Wafic Rida Saïd of Al Shams Investments LTD (9.8%) emailed Braemar's Chairman, Monty J. Bennett, and CEO Richard J. Stockton, proposing management changes, such as terminating the agreement with Ashford Inc. and appointing independent directors. On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting. On July 4, 2024, Al Shams Investments LTD expressed concerns Regarding Braemar's (BHR) Cooperation Agreement with Blackwells Parties.Market Cap: $297 million | Braemar Hotels & Resorts Inc is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.
On March 22, 2024, Blackwells Capital LLC, along with its affiliates and Jason Aintabi, solicit support from stockholders for significant changes at the upcoming 2024 Annual Meeting. The changes proposed are aimed at aligning the corporation's governance policies and board composition more closely with all stockholders' best interests. This effort is encapsulated in the Proxy Statement and involves the election of four Blackwells nominees — Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy, and Steven J. Pully — to the board for one-year terms. Additionally, Blackwells proposes several governance changes:
Removing the Bylaws' Overreaching Advance Notice Provision.
Preventing any current/former employee, director, officer, or control person of the Corporation or its affiliates from serving as chairman of the Board.
Disclosing all extraordinary transaction proposals received in the past two years and their terms.
Disclosing all compensation paid to the Bennett family, The Dallas Express, and its employees, directors, or agents.
On March 29, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals.
On April 9, 2024, Blackwells Capital issued a presentation regarding the management fees paid by the company to its advisor, Ashford Hospitality Advisors, LLC, a subsidiary of Ashford Inc.
On April 10, 2024, Blackwells Capital issued a press release and launched a website, www.NoMoreMonty.com, to communicate with the shareholders in connection with the Corporation’s 2024 AGM.
On April 11, 2024, Blackwells Capital LLC filed a lawsuit in the Northern District of Texas against the company and its directors. The complaint accused the corporation of rejecting Blackwells' nomination notice improperly, breaching its bylaws, and violating the Securities Exchange Act of 1934 by issuing misleading statements and omitting necessary disclosures about The Dallas Express as a proxy participant. Source
On May 2, 2024, Blackwells Capital filed proxy materials seeking support for its nominees and proposals. Source
On May 9, 2024, Blackwells Capital issued a presentation entitled “Too Little, Too Late” regarding the company.
On May 20, 2024, Blackwells Capital released a presentation entitled “The Buffoonery of Monty Bennett” exposing Monty Bennett’s buffoonery.
On June 3, 2024, Wafic Rida Saïd, Al Shams Investments LTD (9.8%), sent an email to Monty J. Bennett, the Chairman of the company, and Richard J. Stockton, the CEO and President of the company, setting forth certain recommendations relating to the management, including the termination of its management agreement with Ashford Inc., and replacement of some directors with independent directors. Source
On June 10, 2024, Blackwells Capital released a presentation criticizing Monty Bennett's leadership. Blackwells, supported by independent shareholders, aims to end Braemar's management agreement with Ashford Inc. and reconstitute the Board. Brancous LP1 and Braemar’s second-largest shareholder both voiced concerns about governance and called for changes. Blackwells urges shareholders to vote "FOR" their nominees and proposals on the WHITE proxy card and "AGAINST" Braemar’s executive compensation resolution. Source
On June 21, 2024, Blackwells Capital released a letter to shareholders criticizing Mr. Bennett and his associates for poor leadership, extracting nearly a billion dollars in fees, and misleading shareholders. Jason Aintabi, CIO of Blackwells, condemned Mr. Bennett’s actions and called for change, supported by major shareholders like Campbell Capital Management (CCM) and Brancous LP. CCM highlighted the lack of long-term growth under Mr. Bennett and endorsed Blackwells' efforts to restructure Braemar for the benefit of all shareholders.
On July 2, 2024, the company reached a cooperation agreement with Blackwells Capital LLC, wherein Blackwells will withdraw director nominations, cease proxy solicitation, support Braemar's directors and proposals at the 2024 Annual Meeting, and purchase 3.5 million shares of Braemar stock, partly financed by Braemar. Braemar will also add an additional independent director to its Board of Directors and will consider Blackwells’ input in this selection.
On July 4, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Stockton and Mr. Bennett expressing concerns about the terms of a Cooperation Agreement entered into on July 2, 2004 among the Company, Ashford Hospitality Trust, Inc. and Ashford Inc., on the one hand, and Blackwells Parties, on the other hand regarding the withdrawal of the Blackwells Parties’ proxy campaign, dismissal of pending litigation involving the parties and certain other matters.
On July 25, 2024 Mr. Said, Al Shams Investments LTD sent an email to Mr. Bennett and Mr. Stockton, expressing displeasure and frustration at the status of discussions with the company, reiterating key proposals in prior communications and requesting commitments from the company by the end of July 2024. Source
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