Al Shams Investments Responds to Braemar Board's Latest Apparent Attempt to Entrench Conflicted Insiders and Evade Accountability
Issues Open Letter Urging Outside Directors to Resist Any Efforts by Conflicted Ashford Executives to Manipulate the Director Nomination and Election Process
PEMBROKE, Bermuda, June 10, 2026 /PRNewswire/ -- Al Shams Investments Limited ("Al Shams" or "we"), the largest shareholder of Braemar Hotels & Resorts Inc. (NYSE:BHR) ("Braemar" or the "Company"), today sent a letter to Braemar's outside directors urging them to resist any efforts by the conflicted Ashford Inc. executives to manipulate the director nomination and election process. This letter follows Al Shams' open letter of 2 June 2026, in which it urged the outside directors to promptly call the Company's 2026 Annual Meeting of Shareholders to allow shareholders to elect new directors.
The full text of Al Shams' letter is below:
AL SHAMS INVESTMENTS LIMITED
5B Waterloo Lane
Pembroke HM 08
Bermuda
10 June 2026
Braemar Hotels & Resorts Inc., Outside Members of the Board of Directors
Ms. Mary Candace Evans
Ms. Rebeca Odino-Johnson
Mr. Matthew D. Rinaldi
Ms. Kellie Sirna
Re: Your Apparent Efforts to Evade Accountability
Outside Members of the Board of Directors:
As you know, Al Shams Investments Limited ("Al Shams" or "we") is the largest shareholder of Braemar Hotels & Resorts Inc. ("Braemar" or the "Company") and intends to nominate several candidates for election to the Board of Directors (the "Board") at the Company's 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting").
In our open letter to you of 2 June 2026, we urged you to hold the 2026 Annual Meeting soon because, in our view, the current Board has no legitimacy, and we believe most shareholders agree. In furtherance of our desire to change the Board's composition, we have been preparing to submit our notice of nominations for new directors to stand for election at the 2026 Annual Meeting. One of the required elements of that submission under the Company's bylaws is a questionnaire (the "Questionnaire") to be completed by each nominee. We recently requested and received the Questionnaire from the Company.
Upon reviewing the Questionnaire, we were struck by the fact that the current version of the Questionnaire differs materially from the one the Company used just a year ago in connection with the 2025 Annual Meeting of Shareholders. The revisions add seven pages and more than 60 questions and sub-questions to an already lengthy document. We are attaching a redline comparing the new form to the old one so you can see for yourselves the significant additions to the form that you seemingly found perfectly adequate just a year ago.
As directors, your task is to serve the interests of shareholders. How exactly do these additional questions serve the interests of shareholders?
The answer is obvious to us, as it should be to anyone who reads the new Questionnaire: They do not.
The Board must surely recognize that the new, bloated Questionnaire has the effect of impeding the legitimate exercise of shareholder rights. Indeed, we suspect that is precisely the point. The Board has fashioned a cudgel seemingly designed to inflict maximum pain upon any shareholder who dares to exercise its right to nominate candidates for the Board and upon those candidates themselves.
The new information being sought is no more relevant today than it was a year ago. Indeed, many of the new questions have little bearing on the qualifications, integrity or independence of proposed nominees. As just one example, the Questionnaire purports to require the disclosure of any instance during the previous five years in which the nominating shareholder (not the director nominee) advocated for a "change in… strategic direction" at any public company, even privately. How is a director nominee to know? This question, like so many of the other new questions, is certainly not germane to the qualifications of a director candidate; instead, it seems to be plainly aimed at capturing a "gotcha" answer that can be used by the Company as an excuse to reject otherwise valid nominations.
We do not know how many hours the Board spent, or your advisors billed, expanding the Questionnaire. One thing of which we are certain: Since the Company's separation from Ashford Hospitality Trust in 2013, Braemar's stock price has declined by nearly 90%, making Braemar one of the worst performing companies in the entire FTSE NAREIT Index. As a large and long-suffering shareholder, we would humbly suggest that the Board's time, effort and resources would be better spent improving Braemar's operating performance and shareholder returns than devising ever-more burdensome procedural obstacles to preclude rightly disaffected shareholders from exercising their rights.
Let us be clear: Your gamesmanship and procedural machinations will not discourage or dissuade us. To the contrary, we are emboldened by your attempts at entrenchment and more committed than ever to giving shareholders an opportunity to elect a new Board at the 2026 Annual Meeting.
We know—and you should, too—that directors who take actions to frustrate the shareholder franchise sow the seeds of their own demise. The history of corporate governance is littered with examples of boards that have tested the limits of corporate law in response to shareholder advocacy and were rightly held accountable—whether at the ballot box, through the courts or otherwise.
We urge you to reflect on your latest maneuvers and consider whether you are prepared to subject your actions, judgment and track records as fiduciaries to similar scrutiny. We also cannot help but wonder whether the directors who recently resigned from the Board rightly thought it better to distance themselves from the disreputable tactics you seem comfortable deploying.
We reiterate that, as a group, the outside directors possess the numerosity, authority and duty to resist any efforts by Monty Bennett and the other Ashford directors to manipulate the corporate election machinery for their and Ashford's benefit. We expect you to discharge that duty faithfully.
Should you instead choose to subordinate the interests of public shareholders to your own or those of conflicted insiders, we will not hesitate to pursue all avenues available to hold you accountable for your failures as fiduciaries.
Respectfully,
Al Shams Investments Limited
About Al Shams Investments Limited
Al Shams Investments Limited is a Bermuda-based private investment company focused on global investments across private equity, real estate, and alternative asset classes.
Certain Information Concerning the Participants
Al Shams, together with the other Participants (as defined below), intends to file with the U.S. Securities and Exchange Commission (the "SEC") a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and accompanying WHITE Universal Proxy Card to be used to solicit proxies from the shareholders of the Company in connection with the Annual Meeting.
SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE.
At this time, the participants in the solicitation of proxies are anticipated to be Al Shams and Wafic Rida Said (collectively, the "Participants").
The Definitive Proxy Statement and accompanying WHITE Universal Proxy Card will be furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/.
Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on June 2, 2026, and is available here. As of the date hereof, by virtue of the relationship among the Participants as members in a Schedule 13(d) group and solely for the purpose of such Schedule 13(d) group, each of the Participants is deemed to beneficially own the 6,513,000 shares of Common Stock of the Company, par value $0.01, held directly by Al Shams.
Investor and Media Contact
Karim Khatoun
Email: info@suncapadvisory.com
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SOURCE Al Shams Investments Limited