Al Shams Expresses Intention to Nominate Majority Slate of Independent Directors for Braemar Hotels & Resorts

Braemar’s largest shareholder, Al Shams, is preparing a proxy campaign to seek board control through a full slate of independent director nominees.

Rhea-AI Summary

Al Shams Investments, the largest shareholder of Braemar Hotels & Resorts (BHR), plans to nominate a majority slate of independent directors at Braemar’s 2026 annual meeting.

Al Shams intends to put forward five director nominees, sufficient to constitute a change in control of the board if elected. It plans to solicit votes using a WHITE universal proxy card and a definitive proxy statement on Schedule 14A to be filed with the SEC. Al Shams and Wafic Rida Said, acting as a Schedule 13D group, are deemed to beneficially own 6,513,000 Braemar common shares.

News Explained

The immediate change is a time-limited nomination process, not a board change: Al Shams says it intends to submit five nominees by the September 14, 2026 deadline announced by Braemar on September 4, 2026.

Market Context

BHR had risen 2.15% before publication; prior related governance headlines on July 8, July 16, and J...

Analysis

BHR had risen 2.15% before publication; prior related governance headlines on July 8, July 16, and July 23 were followed by declines, placing this five-nominee slate announcement within an ongoing board-contest sequence.

Key Figures

Nomination deadline: September 14, 2026 Nominees: 5 nominees Shares beneficially owned: 6,513,000 shares

Nomination deadline

September 14, 2026

Deadline for shareholder director nominations

Nominees

5 nominees

Independent director slate

Shares beneficially owned

6,513,000 shares

Shares held directly by Al Shams for the Schedule 13(d) group

Historical Context

3 past events · Latest: Jul 08

3 events

1. Jul 08

   governance accusations

   24h Move

   -4.7%

   Braemar issued a statement responding to Al Shams' accusations

2. Jul 16

   court filing dispute

   24h Move

   -2.4%

   Braemar issued a statement concerning Al Shams' court filing

3. Jul 23

   proxy solicitation dispute

   24h Move

   -0.5%

   Al Shams responded to Braemar's shareholder communications

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

schedule 14a, universal proxy card, schedule 13d, beneficially own

4 terms

schedule 14a regulatory

"file with the U.S. Securities and Exchange Commission (the "SEC") a definitive proxy statement on Schedule 14A"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

universal proxy card regulatory

"accompanying WHITE Universal Proxy Card to be used to solicit proxies"

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

schedule 13d regulatory

"an amendment to Schedule 13D filed by the Participants with the SEC"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own regulatory

"each of the Participants is deemed to beneficially own the 6,513,000 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Braemar's Annual Meeting Announcement and Compressed Nomination Window Represent the Latest Example of Troubling Governance Practices
 

Releases Letter to Shareholders

PEMBROKE, Bermuda, Sept. 8, 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 indicated its intention to nominate a slate of directors to the Board of Braemar and released a letter to shareholders.

The full text of the letter follows:

Fellow Braemar Shareholders,

On the 4th September, Braemar Hotels & Resorts announced the date of its 2026 Annual Meeting and, with it, a September 14 deadline relating to shareholder director nominations, providing shareholders with an extraordinarily short window and choosing to make the announcement immediately before a long holiday weekend.

After everything shareholders have witnessed at Braemar, this latest maneuver is unfortunately consistent with the governance practices I have addressed in my previous letters. Announcing a compressed nomination window over a holiday weekend appears designed to keep shareholders off guard and make the process unnecessarily difficult.

If the Board believed that this timing would leave Al Shams unprepared, it was mistaken.

Al Shams Investments Limited is fully prepared and intends to nominate a complete slate of highly qualified, independent directors sufficient to constitute a change in control of the Board. Our nominations will be submitted in full compliance with the applicable requirements and within the required timeframe.

The Board should not confuse procedural gamesmanship with effective governance. Shareholders are entitled to a genuine choice regarding who represents them in the boardroom, particularly given the longstanding concerns surrounding Braemar's governance, external management structure and alignment with shareholders.

We will shortly present our five nominees who, if elected, will work tirelessly to safeguard the interests of shareholders.

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 July 23, 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

View original content:https://www.prnewswire.com/news-releases/al-shams-expresses-intention-to-nominate-majority-slate-of-independent-directors-for-braemar-hotels--resorts-302872393.html

SOURCE Al Shams Investments Limited

FAQ

Who is leading the planned director nominations at Braemar Hotels & Resorts?

The planned nominations are being led by Al Shams Investments Limited, a Bermuda-based private investment company focused on global investments across private equity, real estate and alternative asset classes.

How many Braemar shares are associated with the Al Shams group?

As of the date of the announcement, Al Shams and Wafic Rida Said, as members of a Schedule 13D group, are deemed to beneficially own 6,513,000 shares of Braemar common stock held directly by Al Shams.

How does Al Shams plan to solicit shareholder votes for its board nominees?

Al Shams intends to file a definitive proxy statement on Schedule 14A with the SEC and to use a WHITE universal proxy card to solicit proxies from Braemar shareholders for the 2026 annual meeting.

Where can Braemar shareholders access the proxy materials from Al Shams?

The definitive proxy statement, WHITE universal proxy card and other relevant documents will be available at no charge on the SEC’s website at https://www.sec.gov/. Some or all of the company’s shareholders will also be furnished these materials.

Who are currently anticipated to be the participants in the proxy solicitation?

The anticipated participants in the solicitation of proxies in connection with Braemar’s annual meeting are Al Shams Investments Limited and Wafic Rida Said, collectively referred to as the “Participants.”