UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by
the Registrant ☐
Filed by
a Party other than the Registrant ☒
Check the
appropriate box:
| ☐ | Preliminary
Proxy Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☒ | Definitive
Additional Materials |
| ☐ | Soliciting
Material under §240.14a-12 |
Braemar Hotels and Resorts Inc.
(Name of Registrant as Specified In Its Charter)
Blackwells Capital LLC
Blackwells Onshore I LLC
Jason Aintabi
Michael Cricenti
Jennifer M. Hill
Betsy L. McCoy
Steven J. Pully
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of
Filing Fee (Check all boxes that apply):
| ☐ | Fee
paid previously with preliminary materials |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
On June 10, 2024, Blackwells Capital LLC (“Blackwells”)
issued a press release, which included a letter from Brancous LPI, one of Braemar Hotels and Resorts Inc.’s (the “Corporation”)
largest stockholders, expressing support
for Blackwells’ campaign and criticizing the Corporation’s governance. A copy of the press release is attached hereto as Exhibit 1. Also on June 10, 2024, Blackwells issued a presentation regarding the Corporation’s
statements about Blackwells and its campaign, a copy of which is attached hereto as Exhibit 2. A copy of each of the press release
and the presentation is available on Blackwells’ website, www.NoMoreMonty.com.
IMPORTANT ADDITIONAL INFORMATION
Blackwells, Blackwells Onshore I LLC, Jason Aintabi,
Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy and Steven J. Pully (collectively, the “Participants”) are participants
in the solicitation of proxies from the stockholders of the Corporation for the Corporation’s 2024 annual meeting of stockholders.
On April 3, 2024, the Participants filed with the Securities and Exchange Commission (the “SEC”) their definitive proxy statement
and accompanying WHITE universal proxy card in connection with their solicitation of proxies from the stockholders of the
Corporation.
ALL STOCKHOLDERS OF THE CORPORATION ARE ADVISED
TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING WHITE UNIVERSAL PROXY CARD AND OTHER DOCUMENTS RELATED TO THE SOLICITATION
OF PROXIES BY THE PARTICIPANTS, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS AND
THEIR DIRECT OR INDIRECT INTERESTS IN THE CORPORATION, BY SECURITY HOLDINGS OR OTHERWISE.
The definitive proxy statement and an accompanying
WHITE universal proxy card will be furnished to some or all of the Corporation’s stockholders and are, along with
other relevant documents, available at no charge on the SEC’s website at http://www.sec.gov/. In addition, the Participants will
provide copies of the definitive proxy statement without charge, upon request. Requests for copies should be directed to Blackwells.
The Corporation’s board of directors has
purported to reject as invalid our nominations to elect each of Blackwells’ nominees and determined that our notice is purportedly
non-compliant with the Corporation’s Fifth Amended and Restated Bylaws, as amended (the “Bylaws”) and defective. On
March 24, 2024, the Corporation brought suit against each of the Participants, Blackwells Holding Co. LLC, Vandewater Capital Holdings,
LLC, Blackwells Asset Management LLC and BW Coinvest Management I LLC in the United States District Court for the Northern District of
Texas (the “District Court”), seeking injunctive relief against solicitation of proxies by Blackwells and a declaratory judgment
that Blackwells’ nomination is invalid due to Blackwells’ alleged violations of the Bylaws, and, as a result, Blackwells’
slate of purported nominees is invalid and ineligible to stand for election by the Corporation’s stockholders. Ultimately, Blackwells
believes the Corporation’s claims have no merit. On April 11, 2024, Blackwells filed a Complaint in the District Court against the
Corporation and the Corporation’s directors. Blackwells alleges, among other things, that the Corporation improperly rejected Blackwells’
nomination notice, breached the Bylaws and violated Section 14(a) of the Securities Exchange Act of 1934 by issuing false and misleading
statements and failing to disclose The Dallas Express as a proxy participant. The action filed by the Corporation on March 24, 2024 and
the action filed by Blackwells on April 11, 2024 have been consolidated (the “Consolidated Litigation”). The Consolidated
Litigation is currently stayed. The outcome of the Consolidated Litigation and any related litigation may affect our ability to deliver
proxies submitted to us on the WHITE universal proxy card.
Exhibit 1
Blackwells Capital Releases Presentation Detailing
Continued Buffoonery of Monty Bennett
Applauds Support for Blackwells’ Campaign
from Other Braemar Shareholders
Urges Shareholders to Vote FOR Blackwells’
Nominees and Proposals
NEW YORK, June 10, 2024 (GLOBE NEWSWIRE) --
Blackwells Capital LLC (“Blackwells”), a shareholder of Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”)
(NYSE: BHR), today released a presentation titled, “The Continued Buffoonery of Monty Bennett.”
Additionally, Blackwells is pleased to announce
that independent shareholders of Braemar are speaking out and concurring with Blackwells’ campaign aims: to terminate the egregious
external management agreement with Ashford Inc. (“Ashford”) and to reconstitute Braemar’s entrenched Board.
Brancous LP1 (“Brancous”), a large
Braemar shareholder, wrote to Blackwells commending Blackwells’ campaign. Brancous wrote: “we share Blackwells’ concerns…” and
that “[t]he reappointment of Monty Bennett and Kamal Jafarnia by Ashford Hospitality board…reinforces our concerns
about the governance integrity of Braemar.” Brancous further commented on “the lackluster performance under
the current board’s leadership” and stated that “it’s troubling to see board members enriching themselves
at the expense of shareholder value.” A complete copy of the Brancous letter can be found at the end of this press release.
In addition, Braemar’s second largest
shareholder recently disclosed a June 3, 2024 email that it sent to Monty Bennett. The email calls for the termination of the external
management agreement with Ashford and for the replacement of members of the Board. A copy of this letter can be found at https://www.sec.gov/Archives/edgar/data/1574085/000139834424011207/fp0088636-1_ex3.htm.
Jason Aintabi, Chief Investment Officer
of Blackwells, said:
“We are not surprised to see other shareholders
speaking out. We are only surprised that Monty Bennett has remained in his position as long as he has. He may have his conflicted board
to thank for that, but both he and they are facing a ticking clock until independent, qualified individuals make their way onto the Board
so Braemar can return value to its rightful owners once and for all. It’s time to put Monty’s Advisory Agreement where it
belongs: in the trash can.”
Blackwells urges all
Braemar shareholders to vote their proxy on the WHITE universal proxy card “FOR” each of the Blackwells nominees and the Blackwells
proposals. Blackwells recommends shareholders vote “AGAINST” Braemar’s executive compensation resolution.
If you have any questions
about voting your proxy or need replacement proxy materials, contact:
MacKenzie Partners, Inc.
+1 (800) 322-2885 (toll free for shareholders)
proxy@mackenziepartners.com
Blackwells also encourages shareholders to
review Blackwells’ materials, the details of its engagement with the Company, information about Blackwells’ nominees, and
other important information at www.NoMoreMonty.com. Shareholders are also invited to follow Blackwells’ campaign on X at @nomoremonty and
Instagram at @no_more_monty.
Brancous’ letter to Blackwells is copied
in full below:
May 16th, 2024
Dear Mr. Aintabi,
I am writing to express our support for Blackwells in its proxy battle with Braemar Hotel & Resorts board.
The recent developments at Ashford Hospitality
Trust have raised significant concerns. The reappointment of Monty Bennett and Kamal Jafarnia by Ashford Hospitality board, despite their
prior defeat, highlights entrenched directorship and reinforces our concerns about the governance integrity of Braemar. These actions
at Ashford Hospitality not only question the independence and accountability of its board but also raises serious questions about governance
integrity within Braemar. It is crucial for Braemar’s board to recognize these warning signs and prioritize transparency, accountability,
and shareholder interests to regain investor trust and foster sustainable growth.
We share Blackwells’ concerns regarding the
intertwined relationship between Braemar Hotels & Resorts and Ashford Inc., especially the conflict of interest arising from Monty
Bennett’s dual roles. This situation not only undermines shareholder interests but also hampers the company’s potential for growth and
value creation.
Furthermore, we agree with your assessment
of the lackluster performance under the current board’s leadership. While the company has struggled, it’s troubling to see board members
enriching themselves at the expense of shareholder value. Immediate action is needed to address governance issues and restore shareholder
confidence.
In line with Blackwells’ conviction, we support
the call for separation between Braemar Hotels & Resorts and Ashford Inc. This critical step is imperative not only to safeguard shareholder
interests but also to guarantee unbiased decision-making within Braemar.
We affirm our commitment to vote in favor
of the directors nominated by Blackwells to the Braemar Hotel & Resorts board.
Sincerely,
Alejandro Malbran
Managing Director
Brancous LP1
About Blackwells Capital
Blackwells is a multi-strategy alternative
asset management firm that invests in public and private markets globally. Our public markets portfolio focuses on currencies, equities,
credit and commodities. When necessary, we engage with public company boards to drive value for all stakeholders. Our private markets
portfolio includes investments in space, clean energy, infrastructure, real estate and technology. Further information is available at www.blackwellscap.com.
Contacts
Stockholders
MacKenzie Partners, Inc.
Toll Free: +1 (800) 322-2885
proxy@mackenziepartners.com
Media
Gagnier Communications
Dan Gagnier & Riyaz Lalani
646-569-5897
blackwells@gagnierfc.com
IMPORTANT ADDITIONAL INFORMATION
Blackwells, Blackwells Onshore I LLC, Jason
Aintabi, Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy and Steven J. Pully (collectively, the “Participants”) are participants
in the solicitation of proxies from the stockholders of the Company for the Company’s 2024 annual meeting of stockholders. On April
3, 2024, the Participants filed with the Securities and Exchange Commission (the “SEC”) their definitive proxy statement and
accompanying WHITE universal proxy card in connection with their solicitation of proxies from the stockholders of the Company.
ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED
TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING WHITE UNIVERSAL PROXY CARD AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES BY THE PARTICIPANTS, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS AND THEIR
DIRECT OR INDIRECT INTERESTS IN THE COMPANY, BY SECURITY HOLDINGS OR OTHERWISE.
The definitive proxy statement and an accompanying
WHITE universal proxy card will be furnished to some or all of the Company’s stockholders and are, along with other relevant documents,
available at no charge on the SEC’s website at http://www.sec.gov/. In addition, the Participants will provide copies of the
definitive proxy statement without charge, upon request. Requests for copies should be directed to Blackwells.
The Company’s board of directors has
purported to reject as invalid our nominations to elect each of Blackwells’ nominees and determined that our notice is purportedly
non-compliant with the Company’s Fifth Amended and Restated Bylaws, as amended (the “Bylaws”) and defective. On March
24, 2024, the Company brought suit against each of the Participants, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells
Asset Management LLC and BW Coinvest Management I LLC in the United States District Court for the Northern District of Texas (the “District
Court”), seeking injunctive relief against solicitation of proxies by Blackwells and a declaratory judgment that Blackwells’
nomination is invalid due to Blackwells’ alleged violations of the Bylaws, and, as a result, Blackwells’ slate of purported
nominees is invalid and ineligible to stand for election by the Company’s stockholders. Ultimately, Blackwells believes the Company’s
claims have no merit. On April 11, 2024, Blackwells filed a Complaint in the District Court against the Company and the Company’s
directors. Blackwells alleges, among other things, that the Company improperly rejected Blackwells’ nomination notice, breached
the Bylaws, and violated Section 14(a) of the Securities Exchange Act of 1934 by issuing false and misleading statements and failing to
disclose The Dallas Express as a proxy participant. The action filed by the Company on March 24, 2024 and the action filed by Blackwells
on April 11, 2024 have been consolidated (the “Consolidated Litigation”). The Consolidated Litigation is currently stayed.
The outcome of the Consolidated Litigation and any related litigation may affect our ability to deliver proxies submitted to us on the
WHITE universal proxy card.
Exhibit 2
Braemar Hotels and Resorts (NYSE:BHR)
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Braemar Hotels and Resorts (NYSE:BHR)
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