#Glass Lewis #Brookdale #Ortelius

Brookdale Senior Living's Response to Proxy Concerns

Overview

In a definitive stance against the proxy campaign spearheaded by Ortelius Advisors, Brookdale Senior Living Inc. (NYSE: BKD) has secured support from proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS), urging shareholders to reject Ortelius' attempt to take control of its Board of Directors. Investors are encouraged to vote for all eight qualified nominees proposed by Brookdale at the upcoming Annual Meeting scheduled for July 11, 2025.

Background of the Campaign

Brookdale, a leading operator of senior living communities across the U.S., is facing a proxy challenge from Ortelius, which has a mere 1% stake in the company. Glass Lewis' report on this matter underscores Ortelius' insufficient engagement with Brookdale’s Board and highlights a lack of concrete strategies concerning the company's operations and future direction. The advisory firm conveyed concerns over Ortelius' approach, indicating that the dissident shareholder does not provide a clear framework for how its nominees would contribute to the Board's responsibilities or the company's strategic objectives.

Glass Lewis' Analysis

In their analysis, Glass Lewis stated,

“We are concerned that Ortelius appears to have launched the current campaign without undertaking any substantive board-level engagement.”

They emphasized the importance of a robust understanding of Brookdale’s operations to contribute effectively to its governance. Missing from Ortelius' proposal are necessary details regarding their operational plans and performance metrics, raising doubts about their capability to enhance shareholder value effectively.

ISS's Position

Similarly, ISS echoed these sentiments by pointing out the vague execution plan provided by Ortelius. They asserted that shareholders are left with insufficient information to assess the implications of handing control of the board to the dissident group, thereby reinforcing Brookdale's stance against Ortelius’ nominees.

Brookdale’s Board Response

Brookdale's leadership firmly disagrees with the notion that any Ortelius nominees could contribute positively to the company’s governance. The company's Board argues that its existing composition, characterized by a mix of experienced and new directors, is crafted to worldwide leadership in their operational sector. Brookdale articulated its commitment to maintaining continuity and institutional knowledge critical for oversight and strategic decision-making.

Expertise in Focus

The Board emphasized the unique skill sets that its current members, such as Messrs. Wielansky and Freed, offer, including deep expertise in real estate management, strategic investment oversight, and customer growth in a competitive marketplace.