Brookdale Senior Living comments on ISS report regarding director nominees

Brookdale Senior Living (BKD) commented on a report issued by the proxy advisory firm Institutional Shareholder Services in connection with the election of the company’s director nominees at its 2025 annual meeting, scheduled to be held on July 11: “Brookdale agrees with ISS’s recommendation against giving Ortelius control of the Company’s Board of Directors and notes ISS’s view that “…the dissident has not provided shareholders with a means to assess performance if it gains control of the board”. Further, ISS notes that “…the dissident does not provide enough details for shareholders to fully assess the plan’s feasibility or track execution”, also stating: “The dissident’s plan is focused on shrinking the company’s portfolio in an effort to improve the company’s overall operating metrics, primarily occupancy rates, NOI, and leverage…it is unclear what the expected timing of a sale process would be, what the expected proceeds of a sale would amount to, who the potential buyers are, whether higher occupancy assets need to be included in any portfolios that would be sold, and how the dissident would negotiate with the company’s lenders to sell assets that may be part of larger loan collateral pools. Further, the dissident has not indicated the expected extent to which the company may be able to delever. The second primary part of the dissident’s plan is for the company to exit the entirety of its leased portfolio… The dissident has not provided an estimate of the potential costs to break the leases. Further, it is unclear whether the company’s lessors would be willing to terminate the leases at a reasonable price, and the dissident has not provided sufficient evidence that the company would be able to execute on the planned terminations.”