Brookdale Senior Living’s board nominees recommended by ISS, Glass Lewis

Brookdale Senior Living (BKD) announced that proxy advisory firm Glass Lewis has joined proxy advisory firm ISS in recommending that Brookdale shareholders not give control of the company’s Board of Directors to Ortelius Advisors, who beneficially owns 1% of Brookdale’s shares. The company’s board urged shareholders to vote “for” all eight of Brookdale’s director nominees at its 2025 Annual Meeting of Shareholders, scheduled to be held on July 11. According to the board, Glass Lewis recognized Ortelius’ “poor record of engagement with the Brookdale Board” and “lack of knowledge about Brookdale’s operations and noted that Ortelius has not provided investors with necessary details about its plans for the company. ISS had previously noted that “…the dissident has not provided shareholders with a means to assess performance if it gains control of the board”. Further, ISS had noted that “…the dissident does not provide enough details for shareholders to fully assess the plan’s feasibility or track execution”. The Brookdale Board additionally commented on the reports issued by the proxy advisory firms, stating: “While we agree with Glass Lewis and ISS that Ortelius should not have control of the Brookdale Board, we strongly disagree with the proxy advisory firms’ suggestion that the Ortelius campaign for board representation warrants a vote for any one of the Ortelius nominees.” The Brookdale Board also commented on the recommendation issued by Egan-Jones: “We believe that Egan-Jones reached the wrong conclusion in failing to recommend that Brookdale shareholders elect all of the Board’s highly qualified director nominees…Brookdale has in fact already met a key hurdle cited by Egan-Jones, reporting 80% same community weighted average occupancy, (a key turning point towards positive cash flow generation) in Q1 2025. As such, a vote against the Board at this critical juncture is not in the best interests of shareholders”.