Al Shams Investments Responds to Braemar's Appointment of Another Conflicted Ashford Inc. Executive to the Board of Directors
Issues Open Letter to the Outside Directors Urging Them to Promptly Call the 2026 Annual Meeting and Allow Shareholders to Elect New Directors
PEMBROKE,
The full text of
AL SHAMS INVESTMENTS LIMITED
Pembroke HM 08
Ms.
Ms.
Mr.
Ms.
Re: The 2026 Annual Meeting
Outside Members of the Board of Directors:
As you know,
For months, we have expressed our grave concerns regarding the oversight, judgment and independence of Braemar's Board of Directors (the "Board"), most recently in our open letter to you of
We believe those voting results represent a clear message: shareholders have lost confidence in the Board's ability to oversee the Company. In our view, the Board no longer has a mandate to govern, and it certainly does not have a mandate to make significant changes to its composition, or to Braemar's portfolio, business configuration or strategy, without the input of the Company's owners.
We were therefore deeply troubled by Braemar's public announcement last week that two outside directors had resigned and, in their stead, the Board had appointed yet another senior executive of the Company's external advisor,
We cannot fathom how you, the remaining outside directors—who, it should be noted, still comprise a majority of the Board—concluded that the right and proper response to the resignation of two outside directors was the appointment of a third Ashford employee. This action alone, in our view, further damages your legitimacy and and supports our serious concern that no one on this Board is uncaptured by Ashford and its controlling shareholders, Archie and
In either event, you must surely appreciate that the Board's confounding attempt at refreshment is unlikely to satisfy the investors who have vociferously demanded change at and since the 2025 Annual Meeting. That the Board would respond to shareholders' discontent by amplifying Ashford's influence in the boardroom is bad enough; that the Board would do so unilaterally demonstrates, in our view, a stunning lack of humility.
In light of these changes, the need to reconstitute the Board with credible fiduciaries has never been greater. We have identified a group of exceptionally accomplished candidates who are eager to apply their relevant expertise and fresh perspectives to Braemar's challenges and opportunities and, most importantly, vigorously protect the interests of all shareholders. The Board should promptly call the 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting") so that shareholders can elect new directors in whom they have confidence.
Time is of the essence. The Board continues to evaluate strategic transactions that, if consummated, could result in a payment to Ashford in excess of
It falls to you, the remaining outside directors, to fill the void left by your former colleagues and demonstrate that the Board is capable of acting independently and discharging its fiduciary duties faithfully. The first step is to promptly call the 2026 Annual Meeting and allow shareholders to elect directors of their choosing before proceeding with any further transactions. The four of you have the power, authority and duty to schedule that Annual Meeting, with or without the approval of the Bennetts. Absent this responsible move, we believe shareholders can have no confidence in you or the integrity of the Board's strategic review process.
If you are unwilling to provide the independent oversight that shareholders deserve, you should follow the examples of Mses. Carter and Musser and resign.
Respectfully,
Al
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 May 22, 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
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SOURCE Al Shams Investments Limited
