5 nominees · 1 ballot item · contested.
Election of five shareholder-nominated director candidates to Braemar Hotels & Resorts’ Board at the 2026 Annual Meeting; no other matters are identified in the provided soliciting material.
Shareholders are being solicited to elect Jennifer L. Bitterman, Jonathan Klein, Anna Massion, Sir Michael Peat, and Wayne R. Walker to Braemar Hotels & Resorts’ Board of Directors at the 2026 Annual Meeting.
Al Shams is soliciting votes to replace or add five directors to Braemar’s Board at the 2026 Annual Meeting. The nominees are Jennifer L. Bitterman, Jonathan Klein, Anna Massion, Sir Michael Peat, and Wayne R. Walker. Al Shams characterizes all five as independent and emphasizes their backgrounds in real estate finance, investment, accounting, law, public-company oversight, and governance. Its principal criticism is that Braemar’s stock price has fallen by more than 90% since the Company separated from Ashford Hospitality Trust in November 2013. Al Shams also points to substantial fees paid to Braemar’s external advisor while shareholders experienced sustained underperformance. The dissident argues that Braemar’s governance has not adequately served shareholders and that an alternative Board slate is therefore necessary. The filing highlights each nominee’s relevant operating, transactional, financial, or committee experience as evidence of qualification. The provided material does not include a response from Braemar’s incumbent Board or a management voting recommendation, so management’s counter-arguments and rationale are not stated. The meeting is scheduled for November 13, 2026, and the notice of nomination was described as nearly 900 pages and compliant with the Company’s governing documents.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.40% | 3,705,835 | $8M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.99% | 2,737,146 | $6M |
| 3 | BlackRock, Inc. | 3.94% | 2,705,629 | $6M |
| 4 | ZAZOVE ASSOCIATES LLC | 3.23% | 2,217,055 | $5M |
| 5 | BlackRock, Inc. | 2.81% | 1,929,746 | $4M |
| 6 | LSV ASSET MANAGEMENT | 2.49% | 1,710,389 | $4M |
| 7 | STATE STREET CORP | 1.91% | 1,312,676 | $3M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.87% | 1,285,659 | $3M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.66% | 1,142,971 | $2M |
| 10 | LANDMARK INVESTMENT PARTNERS, L.P. | 1.44% | 988,883 | $2M |
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