BHR - BRAEMAR HOTELS & RESORTS REMINDS SHAREHOLDERS TO DISREGARD BLACKWELLS CAPITAL'S UNLAWFUL PROXY MATERIALS | Benzinga
Recommends Shareholders Protect Their Investment by Discarding Blackwells' Illegal White Proxy Card and Waiting to Vote Until Receiving the Company's Proxy Materials and GOLD Proxy Card
Reiterates that Braemar is Executing its Strategy to Maximize Value for All Shareholders
DALLAS, April 11, 2024 /PRNewswire/ -- Braemar Hotels & Resorts Inc. (NYSE:BHR) ("Braemar" or the "Company") today sent a letter reminding shareholders to disregard any proxy materials received from activist investor Blackwells Capital LLC ("Blackwells") in connection with the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), which is scheduled to be held on Wednesday, May 15, 2024.
As previously announced on March 25, 2024, Braemar's Board of Directors (the "Board") unanimously determined that the Blackwells Nomination Notice was invalid due to Blackwells' numerous false statements and material omissions in violation of U.S. Securities and Exchange Commission ("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 full text of the letter is below:
April 11, 2024
Dear Fellow Shareholder,
Thank you for your investment. We remain fully committed to maximizing value for you and are excited about the Company's significant growth opportunities as we continue to invest in premium-branded and high-quality independent luxury hotels and resorts.
This year your vote at Braemar's 2024 Annual Meeting – scheduled for May 15, 2024 – will be critically important.
- You may have received proxy materials – including a white proxy card – from activist investor Blackwells Capital LLC ("Blackwells"), 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.
- Your Board has unanimously determined that Blackwells' proxy campaign is invalid and recommends that you discard any white proxy card you receive from Blackwells.
- 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. This lack of required transparency was in addition to numerous false statements and material omissions in violation of SEC rules and the Company's Bylaws.
- As of now, Braemar will not be facing a contested director election at the 2024 Annual Meeting. The Company has filed a lawsuit against Blackwells in order to protect your investment and prevent Blackwells from proceeding with its illegal proxy solicitation to seize control of the Braemar Board. This means a vote for any of Blackwells' purported nominees on the white proxy card will not be counted.
- The Braemar Board strongly recommends that you disregard the white proxy card sent to you by Blackwells and to wait for the Company's proxy materials, including the GOLD proxy card, which will be sent to you in the near term.
- Protect your investment and do NOT vote any proxy card sent to you by Blackwells.
Braemar has been successfully executing its strategy
- Braemar's iconic portfolio of resorts and urban hotels delivered the highest revenue per available room ("RevPAR") in the publicly traded lodging REIT industry during fiscal year 2023, generating RevPAR of approximately $307, compared to the full-service lodging REIT peer average of approximately $196.1 Since its founding in 2014 ...