Braemar Hotels board rejects director nomination notice from Blackwells

Braemar Hotels & Resorts announced that on March 10, 2024, it received a notice from activist investor Blackwells Capital LLC seeking to nominate four individuals for election to the Company’s eight-person Board of Directors at the 2024 Annual Meeting of Stockholders. The Board has unanimously determined that the Blackwells Nomination Notice is invalid due to numerous deficiencies, most notably a failure to disclose the fund’s true objectives – which Braemar believes include an underhanded attempt to effectuate a takeover of the Company without paying an adequate price. Monty Bennett, Founder & Chairman of Braemar, stated: “Our first priority is protecting the rights of all our shareholders – which is why we are taking the steps announced today. We are always open to engaging with shareholders and exploring opportunities to maximize value. However, Blackwells has not only disregarded Braemar’s bylaws, it has launched a proxy contest for effective control of the Company’s Board while masking its real intentions and owning only a de minimis number of shares. We are hopeful that by exposing the behavior of this “all hat, no cattle” activist fund for what it is and by seeking relief from the Court, we can prevent the damage and distraction that would accompany Blackwells’ waging of an illegal proxy contest. In the meantime, our focus continues to be on driving strong results across our portfolio to enhance shareholder value.”