Braemar Hotels & Resorts recommends shareholders disregard Blackwell proxy card

Braemar Hotels & Resorts sent a letter reminding shareholders to disregard any proxy materials received from activist investor Blackwells Capital in connection with the company’s 2024 Annual Meeting of Stockholders scheduled to be held on Wednesday, May 15. Braemar’s Board unanimously determined that the Blackwells Nomination Notice was invalid due to Blackwells’ numerous false statements and material omissions in violation of SEC rules and the company’s Bylaws. As a result, a vote for any of Blackwells’ purported nominees on the white proxy card will not be counted. The text of the letter includes: “…You may have received proxy materials – including a white proxy card – from activist investor Blackwells Capital, which owns less than 1% of Braemar’s voting stock outstanding, yet is attempting to acquire effective control of your company by electing its four nominees to the eight-person Board… Most notably, Blackwells failed to disclose its true objectives – which Braemar believes include an underhanded attempt to effectuate a takeover of the company at a price significantly below its intrinsic value…”