Brancous, LP1, a Canadian limited partnership and Braemar Hotels & Resorts Inc. stockholder, filed a definitive proxy statement on November 4, 2026, seeking to elect five of its own nominees to the Braemar board at the company's December 21, 2026 annual meeting.

Key Highlights

  • Five nominees named: Brancous is soliciting votes to elect Oliver Corlette, Ronald Davies, Andrew Fleiss, Michael Litwin, and Alejandro Malbran to the Braemar Hotels & Resorts board.
  • Ownership stake: Brancous beneficially owns 650,010 shares of Braemar common stock, representing approximately 0.9% of shares outstanding, based on 68,679,318 shares outstanding as of August 4, 2026.
  • Contested election: The Company's counsel asserted by letter dated October 5, 2026, that Brancous's nomination notice is deficient and that Brancous is "not entitled to nominate any individuals for election to the Board."
  • Litigation filed: On October 21, 2026, Brancous filed suit in the Circuit Court for Baltimore City, Maryland, seeking a declaration that its nominees were properly nominated and are eligible for election.
  • Annual meeting date: The company has announced the 2026 annual meeting of stockholders will be held on December 21, 2026, with a record date of September 30, 2026.
  • Majority board goal: According to the filing, if all five nominees are elected they will constitute a majority of the board, which is set to have eight directors total.
  • Shareholder since 2023: Brancous first acquired shares of Braemar common stock on September 22, 2023, according to the filing.

Brancous Seeks Board Control Amid Braemar's Advisor Separation and Hotel Sales

Brancous, LP1, organized under the laws of Ontario, Canada, submitted a definitive proxy statement under Schedule 14A as a party other than the registrant, seeking stockholder support for its five director nominees at the 2026 annual meeting of Braemar Hotels & Resorts Inc. (NYSE:BHR). The filing states that Braemar, a Maryland corporation with principal offices in Dallas, Texas, is in the process of ending its external advisory relationship with Ashford Inc., selling hotels, and determining how to deploy sale proceeds.

The filing states that Brancous believes "that work should be overseen by directors who are independent of Ashford Inc. and of the directors who oversaw the Company's arrangements with it, and who answer to the Company's stockholders." Brancous is soliciting proxies for the blue universal proxy card, which lists both its five nominees and the eight Company Nominees announced by Braemar on October 26, 2026. Because eight directors are to be elected in total, stockholders may vote "FOR" up to eight candidates in any combination. The filing warns that marking more than eight candidates will result in all votes on that proposal being invalid.

Braemar's counsel disputed the validity of the nominations in letters dated October 5 and October 19, 2026. Brancous responded by delivering supplemental nomination materials on October 7 and October 15, 2026, and subsequently commenced litigation in Maryland state court. The filing cautions stockholders that if the company's position were to prevail, "votes cast for the Nominees could be disregarded." Brancous stated it intends to solicit holders of shares representing at least 67% of the voting power of shares entitled to vote on director elections, as required under Rule 14a-19(a)(3) of the Exchange Act. The filing also notes that Brancous makes no recommendation on Proposal 2 (ratification of BDO USA, P.C. as auditor) or Proposal 3 (advisory vote on named executive officer compensation).

What Was Disclosed

Brancous, LP1 filed a definitive Schedule 14A proxy statement disclosing its solicitation of Braemar Hotels & Resorts stockholder votes to elect five independent director nominees at the December 21, 2026 annual meeting, including details of a nomination dispute and related Maryland litigation commenced on October 21, 2026.