#United States #Nashville #Annual Meeting #Brookdale Senior Living #Ortelius Advisors

Brookdale Senior Living Mobilizes Shareholders Ahead of Annual Meeting

Brookdale Senior Living Inc. (NYSE: BKD) is making a significant push to mobilize its shareholders ahead of the upcoming Annual Meeting scheduled for July 11, 2025. The company has issued a clear message urging shareholders to utilize the BLUE proxy card to vote for its eight highly qualified director nominees. This reminder follows a period of positive momentum for the company, highlighted by impressive occupancy rates, reflecting the effectiveness of its strategic direction since the board's refreshment.

Demonstrated Progress in Occupancy Rates

In a recent announcement, Brookdale reported that its same community weighted average occupancy reached 81.1% in June, a clear indicator of the company's rebounding demand and successful sales execution. The end-of-month occupancy climbed to 82.8%, with the second quarter’s average hitting 80.1%, marking a key milestone for the organization's cash flow growth.

This upward trend resonates with shareholders, showcasing that the company’s deliberate strategies—aimed at enhancing operational performance and optimizing their real estate portfolio—have been effective. Brookdale's management has been diligently focusing on reinvesting capital back into their communities, reducing leverage, and ensuring high-quality environments for both residents and associates, resulting in positive business momentum.

A Call Against Disruption

Brookdale’s leadership is now standing firm against the potential disruption posed by Ortelius Advisors, L.P., a minor stakeholder with only 1% ownership in the company. Brookdale firmly believes that Ortelius's agenda and proposed director candidates do not possess the requisite expertise to help navigate the company's ongoing journey towards growth.

In fact, Brookdale argues that electing even a single nominee from Ortelius could jeopardize the progress made thus far and derail the crucial work of the board, particularly in overseeing the ongoing search for a new CEO. The Board's current structure boasts a well-rounded mix of skills critical for overseeing Brookdale's operations, with a strong emphasis on senior living, hospitality, and healthcare. This capability is instrumental in sustaining the company’s trajectory and ensuring effective governance.

Board Refreshment and Accountability

Brookdale’s commitment to refreshing its Board is evident, having appointed four new directors since June 2024. If their nominees are successfully elected, the Board will comprise eight engaged and highly qualified directors, with an independent majority and an average tenure of less than four years. The risk posed by adding Ortelius nominees—without a deep understanding of Brookdale’s unique operational needs—could mean losing invaluable insight and institutional knowledge which existing directors possess.

Thus far, Brookdale has executed a transparent CEO search engagement, guided by shareholder insights, while maintaining an evenly distributed commitment to finding a candidate proficient in the senior living sector. The Board's CEO Search Committee is composed of seasoned individuals, with a leading independent search firm assisting in the process. Disqualifying current committee members could further complicate the pursuit of leadership,

The Importance of Every Vote

As the Annual Meeting approaches, Brookdale emphasizes the importance of every shareholder vote. Shareholders are encouraged to ignore any proxy solicitation from Ortelius and instead, complete their voting using the straightforward instructions provided on the BLUE proxy card. The successful election of Brookdale's director nominees, who have been pivotal in the company's recent resurgence, is crucial for maintaining its positive growth and, ultimately, creating long-term value for all shareholders.

In its closing remarks, Brookdale expresses that time is of the essence and underscores the need for shareholders to act swiftly in casting their votes electronically. The company's dedicated proxy solicitor, Innisfree MA Incorporated, remains available for any inquiries or assistance that shareholders may require in the voting process.

About Brookdale Senior Living

Brookdale Senior Living Inc. stands as a leading operator across the senior living sector in the U.S., managing 645 communities across 41 states and serving approximately 58,000 residents. The company is dedicated to enhancing senior lives through quality care, operational expertise, and exceptional service while remaining committed to redefining senior living for a healthier, brighter future. Brookdale's stock is traded on the New York Stock Exchange as BKD. For additional information, stakeholders can visit brookdale.com or connect with Brookdale on social media.