Braemar Hotels & Resorts (BHR) Proxy filing summary

Executive summary

• Brancous seeks election of five directors to oversee the planned exit from Ashford’s advisory arrangement, remaining hotel sales and use of proceeds; the annual meeting is scheduled for December 21, 2026.

• Brancous beneficially owns 650,010 common shares, or 0.9% of shares outstanding as of August 4, 2026.

Voting matters and shareholder proposals

• Five directors will be elected for terms ending at the 2027 annual meeting; Brancous recommends voting for its five nominees and withholding votes from the opposing slate.

• The ballot also seeks ratification of BDO USA, P.C. for FY2026 and an advisory vote on named executive officer compensation; Brancous makes no recommendation on either.

• Voters may select up to five candidates across both slates; Brancous says a contested election is decided by plurality, while its nomination validity remains disputed.

• Brancous says its nomination notice was timely and materially complete, submitted a supplement on October 7, 2026, and may seek court relief to ensure its nominees are eligible.

Board of directors and corporate governance

• The five nominees are Oliver Corlette, Ronald Davies, Andrew Fleiss, Michael Litwin and Alejandro Malbran; if all are elected, they would form a Board majority.

• The nominees cite hospitality real estate, REIT operations, audit and risk committee service, private equity, financial reporting and stockholder advocacy experience.

• Brancous advocates an independent review of strategy, remaining assets, advisory termination economics and documentation, capital allocation, Board independence, accountability and management structure.

• The Board announced that it would end the Ashford advisory arrangement, become self-managed, add five independent directors and retain only Richard Stockton among current directors at termination.