Brookdale Senior Living (BKD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for July 11, 2025, with a record date of May 12, 2025, to vote on director elections, executive compensation, and auditor ratification.

• A proxy contest is underway, with Ortelius nominating a control slate of six directors in opposition to the Board's eight nominees.

• The Board urges shareholders to use the BLUE proxy card to vote for its nominees and not to use the white proxy card from Ortelius.

• The Board has approved Ortelius nominees solely to avoid triggering change of control provisions in debt agreements but opposes their election.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) advisory approval of executive compensation, and (3) ratification of Ernst & Young LLP as auditor for 2025.

• The Board unanimously recommends voting FOR its eight nominees, FOR executive compensation, and FOR auditor ratification.

• Shareholders are cautioned that voting for Ortelius nominees may have implications for company governance and debt agreements.

Board of directors and corporate governance

• The Board will be reduced to eight members after the meeting, with two new directors added in 2025 and two in 2024, reflecting ongoing refreshment.

• The Board is 88% independent, with an average tenure of 3.8 years and diverse expertise in healthcare, finance, real estate, and hospitality.

• Corporate governance practices include annual Board evaluations, proxy access, director stock ownership guidelines, and no poison pill.

• The Board separated the roles of Chairman and CEO until April 2025; currently, the Interim CEO also serves as Chairman.