Braemar Hotels & Resorts (BHR) Proxy filing summary

Executive summary

• Settlement dated Oct. 6, 2026 resolves disputes with Al Shams parties, including securities-law, defamation and derivative claims, without admission of liability.

• Settlement provides $25 million plus $15 million in expense reimbursement, paid in three installments of $20 million, $10 million and $10 million; expected net contribution is $4 million–$6 million after insurance and Ashford contributions.

Voting matters and shareholder proposals

• Al Shams withdrew its director slate and related proposals for the 2026 annual meeting, ceased solicitation activity, and agreed not to resubmit nominations during the standstill.

• While holding shares during the standstill, Al Shams must vote in line with the board’s recommendation; an irrevocable proxy applies if it fails to do so, subject to notice and an opportunity to cure.

Board of directors and corporate governance

• Board refresh process will continue; Al Shams may consult the search firm on candidates for one additional seat, while selection and appointment remain solely at the board’s discretion.

• Al Shams agreed to a standstill through the 10th anniversary of the agreement, restricting proxy activity, director nominations, governance influence and other specified actions.