Latest news with #Egan-Jones
Business Wire
2 days ago
- Business
- Business Wire
Egan-Jones Supports Case for Urgent Board Renewal at Brookdale Senior Living Inc. and Recommends a Vote
NEW YORK--(BUSINESS WIRE)--Ortelius Advisors, L.P. ('Ortelius') today announced that independent proxy advisory firm, Egan-Jones Ratings Company ('Egan-Jones'), has recommended that stockholders vote FOR the election of all six Ortelius nominees to the Brookdale Senior Living Inc. (NYSE: BKD) ('Brookdale' or 'Company') Board of Directors, on the WHITE Ortelius proxy card, at the upcoming 2025 Annual Meeting of Stockholders. The recommendation from Egan-Jones builds on supportive commentary already published by Institutional Shareholder Services Inc. ('ISS') regarding Ortelius' campaign for change at Brookdale. Peter DeSorcy, Managing Member of Ortelius, said: 'Egan-Jones has provided another critical, independent, and credible voice to the chorus advocating for urgent change at Brookdale. We appreciate the clarity of their recommendation to vote for ALL six of Ortelius' highly qualified nominees to unlock the significant value within Brookdale and end the history of underperformance. As recognized by both Egan-Jones and ISS, a refreshed Board possessing the right skills and expertise is essential to rapidly advance a meaningful turnaround at Brookdale. This includes leading the process of selecting a new and highly qualified CEO, as well as moving quickly to sell underperforming assets and unlock long-term value for stockholders. With the support of two independent proxy advisory firms, we urge our fellow Brookdale stockholders to vote FOR all six of the Ortelius nominees on the WHITE proxy card.' In its report finding that Ortelius has presented a compelling case for change at Brookdale, Egan-Jones*: Recognized the distinct and unique nature of Ortelius' strategy and confirmed the need for significant Board renewal to drive change: 'We believe that the current management and the Ortelius nominees propose strategies that are diametrically opposed to each other: management is determined that they will be able to grow out of their debt – something that seems unlikely given multiple years in a row of extremely low operating margins. On the other hand, Ortelius believes underperforming assets must be sold off to pay down debt and improve operating margins. We strongly believe that, to effectively execute a meaningful turnaround and unlock long-term value for shareholders, the full slate of Ortelius nominees should be elected.' Validated Ortelius' criticisms about Brookdale's operating performance and Total Shareholder Return ('TSR'): 'The Company has not been able to recover after COVID, with the TSR from the beginning of 2020 through the end of 2024 sitting at -30%. Despite strong industry tailwinds, such as rising occupancy in senior housing and increasing demand due to changing demographics, BKD's TSR has remained stagnant. We believe that the Company's inability to capitalize on these market opportunities demonstrates the need to re-evaluate its current strategy.' Concluded Brookdale has clearly underperformed its peers and faces an unsustainable debt burden which requires urgent action: ' [Brookdale]... has greatly underperformed NHC as well as the total market. Additionally, it is worth noting that BKD has not been able to recover to pre-covid returns but are instead down 30% over the 5-year period.' 'Given the company's inability to recover from COVID and their lagging occupancy rates compared to nationwide averages, we do not believe the Company will be able to grow itself out of debt.' Supported Ortelius' assertion that Management's strategy is insufficient and unlikely to restore profitability at Brookdale: 'The Company's financial performance presents significant concerns, primarily due to high leverage and poor operational efficiency. With debt-to-enterprise value ratios consistently average over 90% over the past five years, BKD is heavily reliant on debt. Revenue growth is being offset by the Company's persistently low operating margin. In our view, the Company's weak balance sheet limits its financial flexibility and means to restore profitability.' Confirmed that Ortelius' plan to sell underperforming properties is well conceived and viable: 'The Company believes it will be able to grow its way out of debt. Divesting non-core assets does not appear to be an option under the current board and management. In our view, their optimism about improving BKD's average occupancy rate comes too late, especially considering the excessive cash burn and mounting debt. We believe the Ortelius nominees are correct that assets will need to be sold off to generate cash, to pay off debt, invest in improved facilities, and re-align its strategy as a pure play company.' Endorsed all six Ortelius nominees for their specific expertise and capacity to efficiently execute a turnaround at Brookdale: 'After reviewing available public information and engaging with both Brookdale's management team and Ortelius, Egan-Jones recommends shareholders vote FOR all six Ortelius nominees: Steven J. Insoft, Paula J. Poskon, Frank J. Small, Ivona Smith, Steven L. Vick, and Lori B. Wittman.' 'Ortelius' slate brings the right mix of skills and expertise across senior housing, REITs, finance, capital markets, and operational turnarounds.' 'We recommend shareholders vote FOR all six Ortelius nominees as they bring a viable strategy to a struggling company.' Recommended 'Withhold' votes on long tenured Brookdale directors while only supporting the most recent additions to the incumbent Board: 'We recommend that shareholders vote FOR incumbent nominees Fioravanti and Hausman, as they are the most recent additions to the board, having joined in April of 2025, and we therefore do not hold them accountable for the Company's missteps.' Your vote is important, no matter how many or how few shares of common stock you own. Ortelius urges you to sign, date, and return the WHITE universal proxy card today to vote 'FOR' the election of all six Ortelius nominees and in accordance with Ortelius' recommendations on the other proposals on the agenda for the Annual Meeting. Stockholders who have questions or require assistance in voting their WHITE Proxy Card, or those who require copies of Ortelius' proxy materials, should contact: Saratoga Proxy Consulting LLC at (888) 368-0379 or info@ *Permission to use quotations from the Egan-Jones report was neither sought nor obtained. Additional Information Ortelius Advisors, L.P., together with the other participants in its proxy solicitation (collectively, 'Ortelius'), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission ('SEC') to be used to solicit votes for the election of Ortelius' slate of highly-qualified director nominees at the 2025 annual meeting of stockholders (the 'Annual Meeting') of Brookdale Senior Living Inc., a Delaware corporation (the 'Company'). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in Ortelius' proxy solicitation. These materials and other materials filed by Ortelius with the SEC in connection with the solicitation of proxies are available at no charge on the SEC's website at The definitive proxy statement and other relevant documents filed by Ortelius with the SEC are also available, without charge, by directing a request to Ortelius' proxy solicitor, Saratoga Proxy Consulting LLC, at its toll-free number (888) 368-0379 or via email at info@ Ortelius is a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities.
Business Wire
23-06-2025
- Business
- Business Wire
Three Leading Proxy Advisors Recommend ECAT Shareholders Support Board Nominees and Oppose Saba's Termination Proposal Ahead of June 26 Annual Meeting
NEW YORK--(BUSINESS WIRE)--BlackRock Advisors, LLC ('BlackRock') announced today that Egan-Jones recommended that shareholders of BlackRock ESG Allocation Term Trust (NYSE: ECAT) (the 'Fund') vote on the WHITE card FOR all ten incumbent Board nominees and AGAINST the proposal put forth by a dissident shareholder to terminate BlackRock as investment adviser at the Fund's annual meeting on June 26, 2025. In making its recommendation, Egan-Jones opposed the dissident's full slate of eight nominees. Egan-Jones joins Institutional Shareholder Services ('ISS') and Glass Lewis as the third independent proxy advisory firm to recommend shareholders vote in favor of incumbent Board nominees and against the proposal put forth by the dissident. Important statements in the Egan-Jones report include 1: '…we recommend shareholders vote on the WHITE proxy card FOR all 10 management nominees and AGAINST Saba's shareholder proposal to terminate the investment management agreement.' 'ECAT's shareholder returns have been superior compared to peers.' 'We believe that Saba Capital has not made a compelling case to terminate the Investment Management Agreement. In our view, the Fund has benefited from BlackRock's extensive expertise as an investment advisor for years, and as such termination of the agreement will be detrimental to the Fund's future state. We believe that approval of the proposal is not in the best interests of the Fund and its shareholders.' As previously announced, ISS and Glass Lewis recommended shareholders vote on the WHITE proxy card FOR Board nominees and AGAINST the termination proposal, and that they do NOT vote on the dissident's gold proxy card. VOTE FOR ALL BOARD NOMINEES AND AGAINST TERMINATION ON THE WHITE PROXY CARD TODAY Only your latest dated proxy will count at the meeting. Please do NOT send back any proxy card other than the one you receive from BlackRock as this will cancel your prior vote for the Board nominees. If you have already sent back a gold proxy card, you can still change your vote by (1) using the website provided on the WHITE proxy card; (2) calling the toll-free number provided on the WHITE proxy card; or (3) promptly completing, signing, dating and returning the WHITE proxy card. Any of these actions will replace the proxy card you previously completed. If you have any questions about the nominees or proposals to be voted on, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at (866) 441-6128. The Fund's letters, proxy statement and proxy card for the annual meeting of shareholders to be held on June 26, 2025 are available at More information about ECAT may be found here: 1 Permission to use quotes was neither sought nor obtained.
Yahoo
03-06-2025
- Business
- Yahoo
Vanguard to add four more funds to investor proxy choice program
This story was originally published on ESG Dive. To receive daily news and insights, subscribe to our free daily ESG Dive newsletter. Vanguard will expand its program allowing investors to choose individualized investment and engagement policies to four more funds in the second half of 2025, the company announced last week. The nation's second-largest asset manager said the program will include four index funds, allowing nearly 10 million investors to participate if they so choose, according to a May 29 release. The expansion will 'nearly quadruple' the assets under management to nearly $1 trillion in program eligible funds and bring the total number of funds eligible funds to 12. The program's expansion comes after an April Vanguard survey of more than 1,000 investors found 83% of respondents believed it was important for asset managers to consider investor preference when casting proxy votes, and 57% of respondents expressing interest in participating in proxy choice programs. Vanguard first launched its proxy voting choice pilot in February 2023 with three eligible equity funds, before including two additional index funds for the 2024 proxy season and adding three more in November to bring the total to eight eligible funds. The program gives participating investors five different policy options, allowing participants to align their votes with company boards, Vanguard's recommendations, Glass Lewis' ESG policy, a 'wealth-focused' anti-ESG policy from Egan-Jones or vote in proportion with other shareholders. Vanguard expanded its policy options for the 2025 proxy season to give investors the Egan-Jones policy option and replaced a former 'not voting' with the mirror voting policy. Additionally, November's expansion was the first time that retirement plan sponsors were allowed to participate if they have program eligible funds in their portfolio. Vanguard's Global Head of Investment Stewardship John Galloway said in last week's release that the program's continued expansion 'underscores [Vanguard's] confidence that a range of independent perspectives contributes to a healthy corporate governance ecosystem and well-functioning capital markets.' The expansion will add Vanguard's Value Index Fund, Growth Index Fund, Mid-Cap Index Fund and Large-Cap Index Fund to the program. The May 29 program expansion will also broaden its eligibility to 529 plan sponsors, according to the release. Two-thirds of investors who participated in Vanguard's April study (66%) said they would opt in to such a program if offered by their employer's retirement plan. However, the expanded eligibility does not guarantee expanded asset manager reported having 40,000 participants in the program after the 2024 proxy season, which Morningstar Sustainalytics' Director of Investment Stewardship Research Lindsey Stewart said at the time was a 'decent start,' but 'not a large proportion' of Vanguard's investors. Last September, Vanguard reported a plurality of participants — 43% — aligned their voting policy with the asset manager's recommendations in the 2024 proxy season and another 30% aligned their votes with company board recommendations. Under a quarter of participants (24.4%) chose the Glass Lewis ESG policy. Recommended Reading Vanguard's updated investor proxy choice program includes anti-ESG voting option Errore nel recupero dei dati Effettua l'accesso per consultare il tuo portafoglio Errore nel recupero dei dati Errore nel recupero dei dati Errore nel recupero dei dati Errore nel recupero dei dati
Yahoo
02-06-2025
- Business
- Yahoo
The Ratings Underdog Making Waves in Private Credit
Egan-Jones is a small but significant player in the private credit market, grading over three thousand investments last year with a team of just 20 analysts. The firm's fast growth and optimistic ratings, however, are raising concerns about the risks in the private credit market, with some major investors excluding them from their lists of acceptable credit graders. Bloomberg Private Credit Reporter Silas Brown joined Wall Street Beat on Bloomberg Open Interest with the details. Sign in to access your portfolio
Yahoo
05-05-2025
- Business
- Yahoo
Leading Proxy Advisory Firm Egan-Jones Recommends Stockholders Vote "FOR" All National Health Investors' Director Nominees
In its Report, Egan Jones concludes: "…NHI has taken substantial steps to address governance concerns on the board, especially with regards to the NHC lease negotiation. In our view, many of (dissident group Land & Buildings) L&B's claims have been misleading to shareholders." MURFREESBORO, TN / / May 5, 2025 / National Health Investors, Inc. (NYSE:NHI) ("NHI" or "the Company") today announced that leading proxy advisory firm Egan-Jones has recommended that stockholders vote on the WHITE proxy card "FOR" ONLY NHI's director nominees - Candice W. Todd, Robert W. Chapin, Jr., James R. Jobe and Robert G. Adams - in connection with its May 21, 2025 Annual Meeting of Stockholders (the "Annual Meeting"). In summarizing its position, Egan-Jones stated: "NHI has taken several steps to enact better governance reforms, including appointing new independent members, creating a special committee to negotiate the NHC lease, and putting a proposal on the 2025 ballot to declassify the board." "We do not see a compelling reason to alter the composition of the current board. On the contrary, doing so could disrupt NHI's strategic direction and potentially hinder value creation." "In 2024, the Company revised its stock ownership guidelines to require that non-employee directors own at least three times their annual cash retainer and for covered executive officers to own three times their annual base salary. These new stock ownership guidelines will give these directors and executives a personal interest and stake in the company." "Given the industry and market headwinds facing REITs, we believe that NHI has performed reasonably well relative to its peers. Egan-Jones therefore recommends that shareholders vote "FOR" Company nominees Candice W. Todd, Robert W. Chapin, Jr., James R. Jobe, and Robert G. Adams and WITHHOLD from L&B nominees Adam Troso and James Hoffmann. NHI issued the following statement: "We are pleased that Egan-Jones recommends that stockholders vote "FOR" all our Director nominees at the upcoming Annual Meeting. We believe that Egan-Jones' recommendation underscores the momentum that NHI has created through significant strategic operational and financial decisions over the last several years and that Land & Buildings has proposed no substantive ideas to enhance value creation. Our decisive actions have put the Company in an excellent position to generate strong shareholder returns and the NHI Board nominees are, in our view, the best qualified individuals to execute our vision." The May 21, 2025, Annual Meeting is fast approaching, and it's important to vote as soon as possible. The Company urges stockholders to vote "FOR" NHI's director nominees, Candice W. Todd, Robert W. Chapin, Jr., James R. Jobe, and Robert G. Adams, on the WHITE proxy card to protect NHI's future and your investment. For more information on how to protect the value of your investment at NHI, visit About National Health Investors Incorporated in 1991, National Health Investors, Inc. (NYSE: NHI) is a real estate investment trust specializing in sale, leasebacks, joint-ventures, senior housing operating partnerships, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. NHI's portfolio consists of independent living, assisted living and memory care communities, entrance-fee retirement communities, skilled nursing facilities, and specialty hospitals. For more information, visit Forward-Looking Statements This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company's, tenants', operators', borrowers' or managers' expected future financial position, results of operations, cash flows, funds from operations, dividend and dividend plans, financing opportunities and plans, capital market transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, acquisition integration, growth opportunities, expected lease income, continued qualification as a REIT, plans and objectives of management for future operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as "may", "will", "should", "believes", "anticipates", "expects", "intends", "estimates", "plans", "projects", "likely" and other similar expressions are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, among other things; the operating success of our tenants, managers and borrowers for collection of our lease and interest income; the risk that our tenants, managers and borrowers may become subject to bankruptcy or insolvency proceedings; risks related to the concentration of a significant percentage of our portfolio to a small number of tenants; risks associated with pandemics, epidemics or outbreaks on our operators' business and results of operations; risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that changes to laws, regulations and reimbursement rates would have on our tenants' and borrowers' business; the risk that the cash flows of our tenants, managers and borrowers may be adversely affected by increased liability claims and liability insurance costs; the risk that we may not be fully indemnified by our tenants, managers and borrowers against future litigation; the success of property development and construction activities, which may fail to achieve the operating results we expect; the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties; risks associated with our investments in unconsolidated entities, including our lack of sole decision-making authority and our reliance on the financial condition of other interests; risks related to our joint venture investment with Life Care Services for Timber Ridge; inflation and increased interest rates; adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions; operational risks with respect to our SHOP structured communities, risks related to our ability to maintain the privacy and security of Company information; risks related to environmental laws and the costs associated with liabilities related to hazardous substances; the risk of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change; the success of our future acquisitions and investments; our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms; competition for acquisitions may result in increased prices for properties; our ability to retain our management team and other personnel and attract suitable replacements should any such personnel leave; the risk that our assets may be subject to impairment charges; our ability to raise capital through equity sales is dependent, in part, on the market price of our common stock, and our failure to meet market expectations with respect to our business, or other factors we do not control, could negatively impact such market price and availability of equity capital; the potential need to refinance existing debt or incur additional debt in the future, which may not be available on terms acceptable to us; our ability to meet covenants related to our indebtedness which impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations; downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital; we rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to make future investments necessary to grow our business or meet maturing commitments; our dependence on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt bears interest at variable rates; our ability to pay dividends in the future; legislative, regulatory, or administrative changes; and our dependence on the ability to continue to qualify for taxation as a real estate investment trust and other risks which are described under the heading "Risk Factors" in Item 1A in our Form 10-K for the year ended December 31, 2024. Many of these factors are beyond the control of the Company and its management. The Company assumes no obligation to update any of the foregoing or any other forward looking statements, except as required by law, and these statements speak only as of the date on which they are made. Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information in the above referenced Form 10-K. Copies of these filings are available at no cost on the SEC's web site at or on NHI's web site at Important Additional Information Regarding Proxy Solicitation NHI has filed a definitive proxy statement and WHITE proxy card (the "Proxy Statement") with the SEC in connection with the solicitation of proxies for the Company's Annual Meeting. The Company, its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the Annual Meeting. Information regarding the names of the Company's directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Proxy Statement. To the extent holdings of such participants in the Company's securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025. Details concerning the nominees of the Company's Board of Directors for election at the Annual Meeting are included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are available for no charge at the SEC's web site at or on NHI's web site at Contact: Dana Hambly, Vice President, Finance and Investor RelationsPhone: (615) 890-9100 SOURCE: National Health Investors View the original press release on ACCESS Newswire Sign in to access your portfolio
