Form DFAN14A - Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
2024年5月9日 - 6:02AM
Edgar (US Regulatory)
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 |
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|
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☐ |
Definitive Proxy Statement |
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☒ |
Definitive Additional Materials |
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☐ |
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):
☒ |
No fee required |
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☐ |
Fee paid previously with preliminary materials |
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☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
From
time to time, Blackwells Capital LLC (“Blackwells”) and/or the other participants in its solicitation may make certain posts
and/or reposts regarding the campaign to their respective social media pages, including each of their X (formerly known as Twitter) pages,
Instagram pages and/or YouTube pages. A copy of the posts are attached hereto as Exhibit 1.
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 Braemar Hotels & Resorts Inc. (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 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
Braemar Hotels and Resorts (NYSE:BHR)
過去 株価チャート
から 4 2024 まで 5 2024
Braemar Hotels and Resorts (NYSE:BHR)
過去 株価チャート
から 5 2023 まで 5 2024