Hotel REIT Braemar Stock Tumbles as Investor Sparks Proxy Fight

Dow Jones
3 hours ago

Don't look for peace and quiet in the shares of Braemar Hotels & Resorts.

Since the real estate investment trust announced in June that it would end a controversial management deal with its chairman Monty Bennett-with a payment of half a billion dollars-the REIT's stock has fallen 30%, to a recent $1.87.

On Tuesday, Braemar's largest outside shareholder said it was ready to wage a proxy fight for control of the REIT's board when shareholders vote on Nov. 13.

"Shareholders are entitled to a genuine choice regarding who represents them in the boardroom," announced Al Shams Investments, a vehicle of billionaire Wafic Saïd that owns just under 10% of Braemar shares. "Particularly given the longstanding concerns surrounding Braemar's governance, external management structure and alignment with shareholders."

An April article by Barron's examined the 90% slide in Braemar stock since Bennett brought it public in 2013. The small REIT owns some of the priciest hotels in the country, but it reported a net loss in the June 2026 quarter, after paying dividends on preferred shares, as well as management fees to companies that Braemar's filings with the Securities and Exchange Commission show are controlled by Bennett.

Braemar's board said in June it would pay over half a billion dollars to Bennett's management firm, Ashford Inc., to end its advisory deal. Since 2017, Braemar's contract with Ashford has provided for a large payout in the event that the management contract ended. And for much of that time, one or another outside shareholder has protested the arrangement.

A shareholder since 2019, Saïd has been asking Bennett to end its arrangement with Ashford since 2024. So has investment manager Alejandro Malbran. Last year, the family office of real estate investor Bob Ghassemieh added its voice to the criticism of Bennett and Ashford.

Braemar has fought back, with a March securities suit in Maryland federal district court that alleges Ghassemieh's family office formed a "secret group" with Malbran to interfere with the REIT. In replies, the defendants denied they were acting as a group.

Two weeks ago, Ghassemieh filed civil racketeering counterclaims against Bennett and the Braemar board.

Anticipating Saïd's proxy contest, a July SEC filing by Braemar seemed to link the billionaire with convicted sex offender Jeffrey Epstein and Mideast arms deals.

"I have never met Mr. Epstein nor anyone I know to have associated with him," Saïd replied, in a proxy filing of his own. "Portraying me as an 'arms dealer' is a deliberate distortion of my career. I have never bought or sold so much as a penknife."

Late Friday, before the Labor Day weekend, Braemar set a Sept. 14 deadline for nominations of any opposing slate.

Despite the short deadline set by Braemar for director nominations, Saïd told shareholders Tuesday he will "shortly" present five nominees who, if elected, would oust Bennett and try to claw back his half-billion dollar payout.

Bennett told Barron's Thursday that Braemar has no comment at this time.

 

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