Al Shams challenges Braemar board over director nomination process

Al Shams Investments Limited, the largest shareholder of Braemar Hotels & Resorts Inc. (NYSE: BHR), sent a letter to the company's outside directors criticizing changes to the director nomination questionnaire.

The Bermuda-based investment firm accused Braemar's board of expanding the questionnaire from its 2025 version by adding seven pages and more than 60 questions. Al Shams characterized these additions as obstacles designed to impede shareholder rights to nominate board candidates for the 2026 annual meeting.

According to the letter, the revised questionnaire now requires disclosure of instances where nominating shareholders advocated for strategic changes at any public company during the previous five years. Al Shams questioned the relevance of such requirements to director qualifications.

The investment firm plans to nominate several candidates for election to Braemar's board at the 2026 annual meeting. Al Shams previously sent an open letter on June 2 urging outside directors to schedule the annual meeting.

Al Shams noted that Braemar's stock price has declined nearly 90% since the company's separation from Ashford Hospitality Trust in 2013. The firm stated this performance makes Braemar one of the worst-performing companies in the FTSE NAREIT Index.

The letter was addressed to outside board members Mary Candace Evans, Rebeca Odino-Johnson, Matthew D. Rinaldi, and Kellie Sirna. Al Shams urged these directors to resist efforts by Ashford Inc. executives to influence the nomination process.

Al Shams intends to file a definitive proxy statement with the Securities and Exchange Commission to solicit proxies for the annual meeting. The participants in the proxy solicitation are expected to be Al Shams and Wafic Rida Said.

The investment firm holds 6,513,000 shares of Braemar common stock, according to a Schedule 13D filing with the SEC on June 2.

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