DEFA14A: Braemar Hotels & Resorts Reports Blackwells Capital's Proxy Campaign Against Ashford Trust Fails

Braemar Hotels & Resorts announces that Blackwells Capital's proxy campaign at Ashford Hospitality Trust saw limited success, with only 7% of Ashford Trust's outstanding shares voting on the Blackwells proxy card.

Summary

• Braemar Hotels & Resorts (BHR) announced that Blackwells Capital's attempt to influence Ashford Hospitality Trust's (Ashford Trust) board through a proxy campaign was unsuccessful.
• Only 7% of Ashford Trust's outstanding shares voted on the Blackwells proxy card.
• Ashford Trust announced that seven of its nine nominees received a majority of the votes cast, and the remaining two nominees were re-appointed by the Board.
• Braemar reminds shareholders to disregard any proxy materials received from Blackwells Capital LLC in connection with Braemar's 2024 Annual Meeting of Stockholders scheduled to be held on Tuesday, July 30, 2024.
• The Company has determined their nominations have not met the minimum Company requirements and will not be considered.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive, as the company successfully defended against an activist investor. However, the document also includes standard risk disclosures, which temper the overall positive tone.

Positives

• The company successfully defended against an activist investor's attempt to influence Ashford Trust's board.
• The announcement reinforces the stability of Ashford Trust's board.

Risks

• The document contains forward-looking statements that are subject to various risks and uncertainties, including the ability to complete the shareholder value creation plan, repay debt, and manage market volatility.
• Changes in the economic outlook, interest rates, and competition could impact future performance.

Future Outlook

The company's future plans and strategy are subject to risks and uncertainties, and actual results may differ materially from those anticipated in forward-looking statements.

Management Comments

• Braemar Hotels & Resorts announced that, based on estimated preliminary results, Blackwells Capital LLCs (Blackwells) withhold proxy campaign at Ashford Hospitality Trust, Inc. (Ashford Trust) proved to be a failure.

Industry Context

This announcement reflects ongoing corporate governance battles within the hospitality REIT sector, where activist investors seek to influence company direction and board composition.

Stakeholder Impact

• Shareholders are advised to disregard proxy materials from Blackwells Capital for Braemar's upcoming annual meeting.
• The outcome of the Ashford Trust vote may reassure investors about the stability of the company's governance.

Next Steps

• Braemar Hotels & Resorts will hold its 2024 Annual Meeting of Stockholders on July 30, 2024.
• The company intends to file a definitive proxy statement with the SEC.

Key Dates

Keywords

Braemar Hotels & Resorts, Blackwells Capital, Ashford Hospitality Trust, Proxy Campaign, Annual Meeting, Shareholders, Corporate Governance, REIT