Brookdale Defends Its Board in Wake of ISS Recommendations for Shareholders
On June 23, 2025, Brookdale Senior Living Inc. (NYSE: BKD) provided its views on a report from Institutional Shareholder Services (ISS) regarding the upcoming election of its director nominees during the 2025 Annual Meeting, scheduled for July 11, 2025. In a decisive response, Brookdale echoed ISS's suggestion against granting Ortelius control over its Board of Directors, emphasizing ISS’s observations that Ortelius lacked a viable plan for assessing performance under their potential leadership. Furthermore, ISS underscored the lack of detailed feasibility surrounding Ortelius's strategies.
Amongst the concerns raised, ISS noted that Ortelius’s outlined plan aimed to pare down the firm’s portfolio to enhance operating metrics like occupancy rates and net operating income. However, they pointed out uncertainties such as expected sale timelines, potential buyer identification, and the implications for existing loan agreements—details that Ortelius appears to have inadequately addressed. In their response, Brookdale stressed the potential risks associated with entrusting management to Ortelius at this pivotal juncture.
“This strategy could inadvertently hamper Brookdale’s operational success while endangering overall shareholder value,” Brookdale asserted, as they urged investors to vote FOR their eight highly qualified director nominees using the BLUE proxy card.
Brookdale strongly opposes the replacement of current directors Lee Wielansky and Victoria Freed with Ortelius candidates Lori Wittman and Steven Vick, pointing out the significant expertise and institutional knowledge that the existing board members bring to the table. Wielansky’s extensive four-decade real estate experience has proven invaluable in guiding Brookdale's operations, particularly as they successfully reduced leased properties by nearly 50% and disposed of around 350 communities since 2017.
Conversely, Brookdale argues that Wittman's background, which primarily centers on real estate investment trusts (REITs) focused on a narrower segment of the market, is inadequate considering the unique demands of senior living operations. While Vick lacks recent, impactful leadership experience after exiting Alterra Healthcare shortly before its bankruptcy, Brookdale emphasizes Freed’s critical contributions in sales and marketing—areas vital for a company navigating the complexities of senior living services.
Brookdale's leadership contends that replacing their nominees with Ortelius’s candidates could jeopardize the firm’s operational strategy and its ability to recruit a competent CEO capable of advancing Brookdale's interests. They conveyed a strong belief in the current board’s capability to facilitate continued growth and shareholder value generation.
As shareholders prepare for the upcoming election, Brookdale reiterated the importance of each vote. They have encouraged shareholders to disregard white proxy cards from Ortelius and rely on the provided BLUE voting proxy card or instructions to cast their votes by phone, online, or via mail. Brookdale emphasizes that every vote counts, regardless of the number of shares owned. For assistance or queries, shareholders are directed to contact Brookdale's proxy solicitor.
Brookdale Senior Living operates 647 communities across 41 states, catering to approximately 58,000 residents, while offering a range of senior living services, including independent and assisted living, memory care, and continuing care retirement. The firm remains dedicated to its mission of enhancing lives through compassionate care and exceptional service, striving to redefine what it means to experience senior living.
As this proxy contest unfolds, industry observers will closely monitor how the results will affect Brookdale's strategic direction and operational effectiveness in the coming years.
Amongst the concerns raised, ISS noted that Ortelius’s outlined plan aimed to pare down the firm’s portfolio to enhance operating metrics like occupancy rates and net operating income. However, they pointed out uncertainties such as expected sale timelines, potential buyer identification, and the implications for existing loan agreements—details that Ortelius appears to have inadequately addressed. In their response, Brookdale stressed the potential risks associated with entrusting management to Ortelius at this pivotal juncture.
“This strategy could inadvertently hamper Brookdale’s operational success while endangering overall shareholder value,” Brookdale asserted, as they urged investors to vote FOR their eight highly qualified director nominees using the BLUE proxy card.
Brookdale strongly opposes the replacement of current directors Lee Wielansky and Victoria Freed with Ortelius candidates Lori Wittman and Steven Vick, pointing out the significant expertise and institutional knowledge that the existing board members bring to the table. Wielansky’s extensive four-decade real estate experience has proven invaluable in guiding Brookdale's operations, particularly as they successfully reduced leased properties by nearly 50% and disposed of around 350 communities since 2017.
Conversely, Brookdale argues that Wittman's background, which primarily centers on real estate investment trusts (REITs) focused on a narrower segment of the market, is inadequate considering the unique demands of senior living operations. While Vick lacks recent, impactful leadership experience after exiting Alterra Healthcare shortly before its bankruptcy, Brookdale emphasizes Freed’s critical contributions in sales and marketing—areas vital for a company navigating the complexities of senior living services.
Brookdale's leadership contends that replacing their nominees with Ortelius’s candidates could jeopardize the firm’s operational strategy and its ability to recruit a competent CEO capable of advancing Brookdale's interests. They conveyed a strong belief in the current board’s capability to facilitate continued growth and shareholder value generation.
As shareholders prepare for the upcoming election, Brookdale reiterated the importance of each vote. They have encouraged shareholders to disregard white proxy cards from Ortelius and rely on the provided BLUE voting proxy card or instructions to cast their votes by phone, online, or via mail. Brookdale emphasizes that every vote counts, regardless of the number of shares owned. For assistance or queries, shareholders are directed to contact Brookdale's proxy solicitor.
Brookdale Senior Living operates 647 communities across 41 states, catering to approximately 58,000 residents, while offering a range of senior living services, including independent and assisted living, memory care, and continuing care retirement. The firm remains dedicated to its mission of enhancing lives through compassionate care and exceptional service, striving to redefine what it means to experience senior living.
As this proxy contest unfolds, industry observers will closely monitor how the results will affect Brookdale's strategic direction and operational effectiveness in the coming years.
Topics General Business）
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