Brookdale Senior Living Stresses the Importance of Its Board of Directors in Shareholder Engagement

Brookdale Senior Living Reinforces Board of Directors' Strength

In a critical update to shareholders, Brookdale Senior Living Inc. (NYSE: BKD) presented a compelling case for the effectiveness and qualifications of its current Board of Directors. The Company, which focuses on enriching the lives of seniors through compassionate care and exceptional service, advocates for retaining its eight well-qualified nominees in the upcoming 2025 Annual Meeting of Stockholders scheduled for July 11, 2025.

This year, the Annual Meeting comes with heightened significance as Ortelius Advisors, L.P. aims to replace six of Brookdale's directors. Holding roughly 1% of Brookdale's shares, Ortelius proposes candidates whose backgrounds, according to Brookdale, do not add any meaningful expertise to the Board's composition. In stark contrast, Brookdale emphasizes its own nominees' extensive qualifications and experience.

Brookdale's Renewed Board

The communication to shareholders detailed that Brookdale's refreshed Board comprises a balanced array of skills, with an emphasis on real estate, healthcare, and operational excellence. Among the eight director nominees is Claudia Drayton, who brings over two decades of operational financial expertise from leadership positions in healthcare and biotech.

The Company has recently bolstered its Board by adding four new directors, enhancing its capacity to oversee strategic execution effectively. This includes individuals with solid backgrounds such as Mark Fioravanti, the President and CEO of Ryman Hospitality Properties, who has significant experience in hospitality and real estate, and Joshua Hausman, who specializes in healthcare investments and capital markets.

Corporate Governance and Shareholder Value

Brookdale's Board prioritizes best practices in corporate governance, committing to annual director elections, active avoidance of conflicts through independence measures, and policies aimed at aligning executive compensation with performance metrics. These efforts ensure that shareholders remain assured of a robust governance structure that promotes accountability and responsiveness.

A standout feature of Brookdale's governance is the proactive approach to enhancing board composition based largely on shareholder feedback. This has led to a Board that is now predominantly independent, observing that the average tenure of the current directors is under four years—a strategy that fosters fresh perspectives while balancing industry experience.

Brookdale urges investors to reject Ortelius’ nominees by voting for its director nominees using the BLUE proxy card. They stress that any disruption to the existing Board could negatively impact the momentum gained in strategic initiatives, especially at a crucial time when the Company is seeking its next CEO.

The Case Against Ortelius’ Nominees

In their argument against the Ortelius candidates, Brookdale outlines specific deficiencies in their qualifications. The lack of relevant experience in critical areas such as senior living, healthcare, and hospitality is alarming to Brookdale’s directors, who emphasize that Ortelius’ nominees do not possess the necessary skills to enhance the Company's governance or value proposition.

Furthermore, accusations against Ortelius not making substantial attempts to engage constructively highlight a pattern of disruptive, rather than collaborative, behavior. Such actions have led to significant concern among Brookdale's leadership regarding the potential longer-term impact on corporate performance and shareholder value.

Delivering Results

Following actions taken by the Board in the past year, Brookdale announced improvements in key financial metrics including a positive Adjusted Free Cash Flow for the first quarter and an impressive year-over-year growth in operating income. This reflects the effectiveness of the existing Board in driving operational enhancements and shareholder value.

In light of these findings, Brookdale harnesses its outreach to the shareholder community, urging them to recognize the importance of voting for the nominated directors who have demonstrated a commitment to achieving sustainable growth for the Company.

In conclusion, Brookdale Senior Living asserts that the Company’s success hinges on the continuity of its capable Board of Directors, which is poised to navigate complex market conditions and seize opportunities for future growth. Shareholders are encouraged to maximize their investment's potential by carefully considering the ramifications of the proxy vote ahead.

For any queries regarding voting processes, shareholders are invited to direct their questions to Brookdale’s proxy solicitor, INNISFREE MA INCORPORATED, assuring that each voice counts in shaping the Company’s governance and strategic outlook.