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Brookdale Senior Living Inc. (BKDT) has issued additional proxy soliciting materials ahead of its 11 July 2025 Annual Meeting. The Board urges investors to vote the BLUE card in favour of the Company’s eight incumbent directors and to reject the dissident slate proposed by Ortelius Advisors, which holds approximately 19 % of outstanding shares.
Key governance argument. Brookdale contends that replacing even one director would strip the Board of essential healthcare, hospitality and real-estate expertise at a pivotal time, potentially hindering recruitment of a new CEO and disrupting the execution of its strategic plan.
Operational progress cited. Management highlights that since 2017 it has sold or exited roughly 350 non-core communities, renegotiated leases covering about 250 communities since 2022 and expects to own roughly 75 % of units by year-end 2025. The lease portfolio is now generating positive Adjusted Free Cash Flow.
Financial metrics. • Consolidated RevPAR was 18 % above 2019 in 2024 • Operating income per available unit was 8 % higher • Adjusted EBITDA margin has surpassed 2019 levels. Management states a 10 % uplift in Adjusted EBITDA would reduce leverage by approximately 1× on an annualised basis.
Critique of dissident plan. Brookdale says Ortelius’ real-estate monetisation proposal overlooks mortgage-pool breakage fees, required contractual renegotiations and the need for continued reinvestment to sustain occupancy growth. It also notes that proxy adviser ISS found the dissident’s plan inadequately detailed for shareholder evaluation.
Board composition. The Company lists directors’ collective expertise across healthcare (Asher, Drayton, Hausman, Warren), hospitality (Floravanti, Freed), and real estate (Floravanti, Mace, Wielansky) and argues that Ortelius’ nominees lack operational senior-living experience.
Call to action. Shareholders are asked to discard any white proxy card from Ortelius and vote exclusively for Brookdale’s nominees to “protect the value” of their investment.
Brookdale Senior Living (NYSE:BKDT) filed a Form 144 indicating that shareholder Lucinda Baier intends to sell up to 142,926 common shares through UBS Financial Services on or about June 24 2025. The proposed block is valued at approximately $976,185 based on the market price reported in the notice.
The shares derive from restricted stock units that vested between 2018-2020. The filing also lists four prior open-market sales executed between June 6-20 2025 totaling 314,811 shares for gross proceeds of $2.18 million. No adverse, non-public information was represented as known by the seller as required under Rule 144 certification.
The notice contains no financial statements, risk factors, or changes to company operations—its sole purpose is to comply with SEC rules governing the resale of restricted or affiliate shares.
Ortelius Advisors, L.P. has filed a DFAN14A in connection with its ongoing proxy contest at Brookdale Senior Living Inc. (NYSE: BKD). The filing reports that the influential proxy-advisory firm Institutional Shareholder Services (ISS) now backs Ortelius’ campaign, recommending that shareholders vote on the WHITE proxy card for all six Ortelius director nominees at Brookdale’s 2025 Annual Meeting. ISS stated that Brookdale has clearly underperformed peers WELL, VTR and SNDA, highlighted shareholder frustration with prior management, and questioned the board’s effectiveness in both CEO succession planning and recent director refreshment.
Key excerpts from ISS cited in the filing include: (i) confirmation of operational underperformance, notably lower occupancy rates since Q4-2021; (ii) concerns that the board was reactive rather than proactive in engaging shareholders; (iii) doubts about the independence of three recently appointed directors; and (iv) support for Ortelius’ plan to sell underperforming properties. ISS specifically endorsed nominees Steven L. Vick (senior-living operator expertise) and Lori B. Wittman (real-estate and CEO-search experience) while recommending shareholders withhold support from long-tenured incumbents Lee Wielansky and Victoria Freed.
Ortelius argues that ISS’ recommendation validates its thesis that a “new and qualified Board is an absolutely necessary first step” to unlock value. The filing reiterates instructions for shareholders to vote the WHITE card and directs them to campaign website ABetterBrookdale.com for further materials.
Brookdale Senior Living (NYSE:BKDT) filed additional proxy materials ahead of its 11 July 2025 Annual Meeting amid an ongoing contest with activist Ortelius.
The filing reproduces a 23 June 2025 press release responding to Institutional Shareholder Services (ISS). ISS recommends shareholders oppose Ortelius gaining control of the board but does not back the full eight-member Brookdale slate, withholding support from incumbents Lee Wielansky and Victoria Freed.
Brookdale argues these directors provide irreplaceable expertise in real-estate operations, hospitality sales and governance, all deemed critical as the company searches for a new CEO and pursues portfolio optimisation.
Operational highlights cited:
- ~50 % reduction in leased properties since 2017
- Disposition of ~350 communities
- Current footprint: 647 communities across 41 states serving roughly 58,000 residents
The company warns that replacing Wielansky and Freed with Ortelius nominees Lori Wittman and Steven Vick would erode institutional knowledge, complicate CEO recruitment and risk shareholder value. Management urges investors to vote “FOR” all eight Brookdale nominees on the BLUE proxy card and discard any white card from Ortelius.
Brookdale Senior Living (NYSE:BKDT) filed a Form 144 notice detailing the proposed sale of 130,039 common shares with an aggregate market value of $884,265. The shares are expected to be sold through UBS Financial Services on or after 20 June 2025 on the NYSE.
The shares were originally acquired through restricted stock unit (RSU) vesting in 2022 and 2024. The account holder, Lucinda Baier, previously sold 184,772 shares over the past three months for total gross proceeds of roughly $1.29 million. With 234.3 million shares outstanding, the newly proposed sale represents approximately 0.06 % of total shares, bringing insider disposals for the quarter to about $2.17 million.
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