BRAEMAR IS NOT MONTY BENNETT’S PIGGYBANK
Blackwells Capital LLC (“Blackwells”), a stockholder of Braemar Hotels & Resorts Inc. (“Braemar”), has nominated four highly qualified Board candidates—Ms. Jennifer M. Hill, Ms. Betsy L. McCoy, Mr. Steven J. Pully and Mr. Michael Cricenti (collectively, the “Blackwells Nominees”)—for election to the Board of Braemar Hotels & Resorts Inc. If elected, the Blackwells Nominees have the necessary background and expertise to objectively evaluate the Corporation’s performance, adjust the Corporation’s strategy and enhance the Corporation’s governance practices to align with the best interests of all stockholders.
The Blackwells Nominees are independent of influence from the Corporation’s advisor and intend to fully review the grotesque self-dealing and destruction of value that shareholders have suffered over many years.
Braemar’s external manager, Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc. (together with Ashford LLC, “Ashford”), collected more than $60 million in advisory and service fees in 2023(1) – representing a 575% increase in fees over the last decade.(2) During that same period, Braemar’s share price has declined almost 90%.(3)
IF THIS IS NOT Corporate PIRACY, WE DO NOT KNOW WHAT IS.
Vote "FOR" the Blackwells Nominees
The election of each of our director nominees — Michael Cricenti, Jennifer M. Hill, Betsy L. McCoy and Steven J. Pully (collectively, the “Blackwells Nominees”) — to the Board, each to serve as a director on the Board for a one-year term or until his or her respective successor is duly elected and qualified.
Vote "FOR" Removing the Overarching
Advance Notice Provision
Blackwells’ non-binding stockholder proposal to urge the Board to amend the Corporation’s Fifth Amended and Restated Bylaws, as amended (the “Bylaws”) to remove the Overreaching Advance Notice Provision (as defined in the Proxy Statement) (Proposal 2).
Vote "FOR" Precluding Current/Former
Employees from Serving as Chairman of the Board
Blackwells’ non-binding stockholder proposal to urge the Board to amend the Bylaws to preclude any current or former employee, director, officer or control person of the Corporation or Ashford (as defined in the Proxy Statement) and Ashford’s affiliates from serving as the Corporation’s chairman of the Board (Proposal 3).
Vote "FOR" Disclosing
Extraordinary Transaction Proposals
Blackwells’ non-binding stockholder proposal to require the Board to disclose all extraordinary transaction proposals made by stockholders, affiliates and third parties during the two most recently completed calendar years and the terms of those proposed transactions (Proposal 4).
Vote "FOR" Disclosing All
Compensation Paid to the Bennett Family
Blackwells’ non-binding stockholder proposal to require the Board to disclose all compensation paid by the Corporation to members of the Bennett family, The Dallas Express and employees, directors or agents of The Dallas Express, including Louis Darrouzet (Proposal 5).
Vote "AGAINST" Executive Compensation
The Corporation’s proposal to approve executive compensation (Proposal 6).
Vote "FOR" Appointing BDO USA,
P.C. as Accountants
The Corporation’s proposal to ratify the appointment of BDO USA, P.C. as the Corporation’s independent registered public accountants for fiscal year 2024 (Proposal 7).
(1) Based on a combined total of (i) advisory services fees paid to Ashford LLC of approximately $31.1 million, as disclosed in Braemar’s Annual Report for the year ended December 31, 2023, filed on Form 10-K with the SEC on March 14, 2024 (the “2023 Form 10-K”), (ii) additional fees for products and services provided by Ashford (or entities in which Ashford has an interest) of approximately $30.2 million, as disclosed in the 2023 Form 10-K, and (iii) an estimated cash management fee paid to Ashford LLC of approximately $171,000, based on 20 bps of the year-end cash and cash equivalents balance for the year ended December 31, 2023.
(2) Based on the percentage change from (i) approximately $61.4 million (consisting of the combined total fees paid to Ashford LLC in the year ended 2023 discussed in footnote 1) as compared to (ii) approximately $9.1 million (calculated by annualizing the total advisory fees paid to Ashford LLC from November 19, 2013 through December 31, 2013, as disclosed in Braemar’s Annual Report for the year ended December 31, 2013, filed on Form 10-K with the SEC on March 31, 2014).
(3) Based on a closing price of $2.50 per share on December 31, 2023 as compared to a closing price of $17.99 per share on December 31, 2013, which represents an overall decline of 86%.
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