Brookdale Senior Living (BKD) Proxy Filing summary

Executive summary

• Ortelius Advisors, owning 1.3% of shares, is seeking to elect six new directors to address years of underperformance and chronic undervaluation.

• The campaign follows the board’s delayed CEO transition and recent defensive board refreshes, which Ortelius views as insufficient.

• Ortelius argues for a stockholder-driven overhaul, citing poor operational metrics, declining margins, and significant destruction of stockholder value over the past seven years.

• The proxy contest aims to install directors with deep industry, financial, and turnaround expertise to unlock long-term value.

Voting matters and shareholder proposals

• Stockholders are asked to elect up to eight directors, including six Ortelius nominees and two unopposed company nominees, using a universal proxy card.

• Proposals include an advisory vote on executive compensation and ratification of Ernst & Young LLP as the independent auditor for 2025.

• Ortelius recommends voting for its nominees, against the executive compensation proposal, and for the auditor ratification.

• Voting instructions emphasize using the WHITE universal proxy card and detail procedures for record and beneficial owners.

Board of directors and corporate governance

• The board will be reduced to eight members at the annual meeting, with plans to expand to nine upon hiring a new CEO.

• Ortelius’ six nominees bring expertise in senior housing, REITs, financial management, operational turnarounds, and corporate governance.

• If five Ortelius nominees are elected, they will form a board majority and seek to collaborate with remaining directors to enhance value.

• Ortelius nominees have no material relationships or transactions with the company and are considered independent under NYSE standards, subject to board determination.