DALLAS, May 14, 2024
/PRNewswire/ -- Braemar Hotels & Resorts Inc. (NYSE: BHR)
("Braemar" or the "Company") today announced that, based on
estimated preliminary results, Blackwells Capital LLC's
("Blackwells") withhold proxy campaign at Ashford Hospitality
Trust, Inc. ("Ashford Trust") proved to be a failure, as only 7% of
Ashford Trust's outstanding shares voted on the Blackwells proxy
card. Ashford Trust announced earlier today that seven of its
nine nominees received a majority of the votes cast and the
remaining two nominees were re-appointed by the Board after the
meeting in accordance with Ashford Trust's corporate governance
guidelines.
The Company reminds shareholders to disregard any proxy
materials received from Blackwells Capital LLC in connection with
Braemar's 2024 Annual Meeting of Stockholders scheduled to be held
on Tuesday, July 30, 2024 (the "2024
Annual Meeting"), as the Company has determined their nominations
have not met the minimum Company requirements and will not be
considered.
* * * * *
Braemar Hotels & Resorts is a real estate investment trust
(REIT) focused on investing in luxury hotels and resorts.
Forward-Looking Statements
Certain statements and assumptions in this press release
contain or are based upon "forward-looking" information and are
being made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements in this press release include, among others, statements
about the Company's strategy and future plans. These
forward-looking statements are subject to risks and uncertainties.
When we use the words "will likely result," "may," "anticipate,"
"estimate," "should," "expect," "believe," "intend," or similar
expressions, we intend to identify forward-looking statements. Such
statements are subject to numerous assumptions and uncertainties,
many of which are outside Braemar's control.
These forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual results
to differ materially from those anticipated, including, without
limitation: our ability to complete the shareholder value creation
plan on a timely basis, if at all; our ability to repay, refinance
or restructure our debt and the debt of certain of our
subsidiaries; anticipated or expected purchases or sales of assets;
our projected operating results; completion of any pending
transactions; risks associated with our ability to effectuate our
dividend policy, including factors such as operating results and
the economic outlook influencing our board's decision whether to
pay further dividends at levels previously disclosed or to use
available cash to pay dividends; our understanding of our
competition; market trends; projected capital expenditures; the
impact of technology on our operations and business; general
volatility of the capital markets and the market price of our
common stock and preferred stock; availability, terms and
deployment of capital; availability of qualified personnel; changes
in our industry and the markets in which we operate, interest rates
or the general economy; and the degree and nature of our
competition. These and other risk factors are more fully discussed
in Braemar's filings with the Securities and Exchange
Commission.
The forward-looking statements included in this press release
are only made as of the date of this press release. Such
forward-looking statements are based on our beliefs, assumptions,
and expectations of our future performance taking into account all
information currently known to us. These beliefs, assumptions, and
expectations can change as a result of many potential events or
factors, not all of which are known to us. If a change occurs, our
business, financial condition, liquidity, results of operations,
plans, and other objectives may vary materially from those
expressed in our forward-looking statements. You should carefully
consider this risk when you make an investment decision concerning
our securities. Investors should not place undue reliance on these
forward-looking statements. The Company can give no assurance that
these forward-looking statements will be attained or that any
deviation will not occur. We are not obligated to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or circumstances, changes in
expectations, or otherwise, except to the extent required by
law.
Additional Information and Where to Find it
The Company has filed a revised Preliminary Proxy Statement on
Schedule 14A with the Securities and Exchange Commission (the
"SEC") on April 25, 2024 (the
"Preliminary Proxy Statement") and intends to file a definitive
proxy statement and other relevant materials with respect to the
Company's solicitation of proxies for the annual meeting of
stockholders expected to be held on July 30,
2024 (the "Annual Meeting"). INVESTORS AND
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. The
Preliminary Proxy Statement (and the definitive proxy statement and
other relevant materials when they become available), and any other
documents filed by the Company with the SEC, may be obtained free
of charge at the SEC's website at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC at the Company's website,
http://www.bhrreit.com, under the "Investor" link, or by requesting
them in writing or by telephone from us at 14185 Dallas Parkway,
Suite 1200, Dallas, Texas 75254,
Attn: Investor Relations or (972) 490-9600.
Participants
The Company and its directors and executive officers will be
participants in the solicitation of proxies with respect to a
solicitation by the Company. Information about those
executive officers and directors of the Company and their ownership
of the Company's common stock is set forth in the Preliminary Proxy
Statement. Investors and security holders may obtain
additional information regarding direct and indirect interests of
the Company and its executive officers and directors in the matters
to be voted upon at the Annual Meeting by reading the Preliminary
Proxy Statement. These documents are or will be available
free of charge at the SEC's website at www.sec.gov.
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SOURCE Braemar Hotels & Resorts, Inc.