Latest news with #Ortelius'
Business Wire
4 days ago
- Business
- Business Wire
Ortelius Comments on Results of Brookdale Senior Living Inc. Annual Meeting of Stockholders
NEW YORK--(BUSINESS WIRE)--Ortelius Advisors, L.P. ('Ortelius') today issued the following statement in connection with its public campaign for change at Brookdale Senior Living Inc. (NYSE: BKD) ('Brookdale' or the 'Company'), and the Company's Annual Meeting of Stockholders, which was held on July 11, 2025. Peter DeSorcy, Managing Member of Ortelius, said: 'Ortelius' campaign served as an important catalyst for change at Brookdale, meaningfully impacting the Company's leadership and composition of the board of directors. We thank our fellow stockholders for their engagement with us to drive much-needed change, and the leading proxy advisory firms for recognizing the merit of our efforts. Ortelius remains skeptical that the current Board has the right strategy, willingness, and ability to do what is necessary to maximize stockholder value, and is convinced that there is significant untapped value within Brookdale. For the Company, and the Board, this remains a critical moment. The right CEO needs to be hired quickly, and the Board must execute on its recent promises – including actions to improve operating and financial performance, enhance stockholder value, capitalize on the intrinsic value of the owned real estate, deliver sustained and compelling returns to stockholders, and reduce leverage. Brookdale continues to be significantly undervalued, and a long-overdue turnaround is imperative. As a stockholder, Ortelius remains deeply invested in the Company's future, and will closely monitor developments. Moreover, we will not hesitate to take further action to ensure that both the Board and management are held fully accountable for maximizing stockholder value." About Ortelius Advisors, L.P. Ortelius is a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities.
Business Wire
01-07-2025
- Business
- Business Wire
Glass Lewis Recommends Stockholders Vote for Change at Brookdale Senior Living Inc.
NEW YORK--(BUSINESS WIRE)--Ortelius Advisors, L.P. ('Ortelius') today announced that a third leading independent proxy advisory firm, Glass, Lewis & Co. ('Glass Lewis'), has recommended that stockholders vote FOR the election of 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 Glass Lewis builds on supportive commentary already published by Institutional Shareholder Services Inc. ('ISS') and the Egan-Jones Ratings Company ('Egan-Jones') related to Ortelius' campaign for change at Brookdale. Peter DeSorcy, Managing Member of Ortelius, said: 'We appreciate that Glass Lewis has further confirmed the need for change at Brookdale. With three independent proxy advisors now having validated Ortelius' position, we reiterate our call to stockholders that now is the time to put more qualified and independent voices in the boardroom at Brookdale. As confirmed by Glass Lewis, ISS, and Egan-Jones, Ortelius' nominees are necessary to effect the critical changes required at Brookdale. If elected, the Ortelius nominees will leverage their well-documented expertise to restore confidence in the critical process to select the Company's next CEO and accelerate the necessary steps to unlock the significant value within Brookdale. A new and qualified Board is a necessary first step to realizing the potential within Brookdale and 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, Glass Lewis*: Recognized the validity of Ortelius' campaign to end a history of underperformance at Brookdale: 'The current bout, spearheaded here by Ortelius, largely orbits alternatives relating to Brookdale's portfolio of senior living communities and associated efforts to reverse long-term trendlines which have left the Company trailing comps and fighting to remedy a moribund returns profile.' Credited Ortelius' public campaign for driving change, with the Board only acting under pressure from Ortelius: '…notwithstanding the board's contention to the contrary, we believe Brookdale's contest tack – which includes the outwardly sudden and immediately effective termination of longtime CEO Cindy Baier with no heir apparent and the appointment of multiple new board members – very strongly correlates with Ortelius' involvement….and the Dissident's application of significant public pressure. Further, we note certain culpable members continue to serve on the board despite Brookdale's flat-footed refreshment process and decidedly less than laudatory long-term performance.' 'We further note Brookdale's shares experienced a one-day gain of 7.1% following announcement of Ortelius' current campaign (Ventas, Welltower and the S&P 400 gained 1.0%, 0.6% and 3.1%, respectively), suggesting that the Dissident's public involvement was viewed as a prospective catalyst for further value creation.' 'Just as notably, Brookdale's shares surged 8.5% on the announcement that former CEO Cindy Baier would be transitioned with immediate effectiveness (Ventas, Welltower and the S&P 400 gained 2.0%, 2.1% and 1.2%, respectively), clearly reinforcing the notion that her prior executive service was viewed as a valuation millstone for Brookdale. Neither of these developments seem to reflect a ringing endorsement for Brookdale's pre-Ortelius oversight architecture.' Agreed with Ortelius on the need for Board renewal to bring greater expertise and fresh independent perspectives as well as to hold long-term directors accountable for poor performance: '…we do believe there exists persuasive cause to advance incremental change to bolster key competencies, hold certain long-term directors accountable and provide fresh insight into a critical and, to date, murky succession initiative.' '...we similarly don't believe investors should forego the opportunity to promote incremental change and firm accountability as the Company moves through the early innings of a pivotal strategic and financial transition.' Validated Ortelius' criticisms about Brookdale's operating performance: '…for all the board's public posturing, basic facts should prevail here: slightly more than a third of the Company's properties presently sit at lower than 75% occupancy, with a substantial subset of that group sitting at less than 70%.' Echoed Ortelius' well-founded concerns about Brookdale's occupancy rates: 'Ortelius does, however, reasonably note that Brookdale's occupancy fell further than Ventas and Welltower amid COVID headwinds and that Brookdale currently remains below senior housing occupancy rates posted by those comps, suggesting the Company's emergent rebound still leaves Brookdale off peer levels.' Confirmed Ortelius' commentary on Brookdale's poor financial performance including lagging net operating income (NOI) margins and excessive leverage: 'We do believe Ortelius offers persuasive commentary regarding depressed NOI margins.' '…NOI margins do indeed appear to remain below both pre-COVID figures and margins posted by Ventas and Welltower, again suggesting that Brookdale's recovery from long-term performance trends remains very much a work in progress.' '… there appears to be little meaningful debate that Brookdale presently remains heavily levered.' Confirmed that Ortelius' plan to sell underperforming properties is well conceived and viable: '…we note central elements of Ortelius' plan critically rely on exiting Brookdale's existing portfolio of leased properties while concurrently monetizing the Company's underperforming owned assets, leaving Brookdale with an optimized pool of high-quality communities which would be expected to unlock significant value for investors.' Questioned Brookdale's governance practices and the Board's capacity to lead a credible CEO search process given concerns around the Board's recent director appointments: 'Two of the four directors recently appointed to the Brookdale board (Mr. Fioravanti and Ms. Mace) were identified by Ms. Baier, while one other (Mr. Hausman) was identified by current chair and interim CEO Denise Warren. That these appointments do not appear to reflect legacy relationships is arguably much less important than the impression that the nominating and corporate governance committee – currently helmed by Victoria Freed – expressly skirted retaining an independent search firm in favor of recommendations submitted by Brookdale's senior executives, one of which, Ms. Baier, appears to have been well out of favor with investors. This framework does not go particularly far in establishing that a broad, independent, externally validated candidate identification process was prioritized, and does little to deflect the implication that key members of leadership have increasingly self-selected the members of the board to which they report.' 'Brookdale indicates it retained Spencer Stuart to aid in CEO succession matters as early as November 2024. However, currently available materials do not give a particularly firm impression that any significant progress was made on those matters during the roughly five-month period between retention and Ms. Baier's departure. For the sake of clarity, our engagement with the board indicated five of seven investors with which Brookdale engaged after Ortelius' emergence expressed a desire for immediate management change. That the board thereafter swiftly accelerated Ms. Baier's exit in lieu of purportedly ongoing succession processes suggests to us that its members realized relatively late that they were materially out of phase with investor sentiment and thus sought to blunt possible solicitation vulnerabilities narratives by securing Ms. Baier's immediate resignation despite the apparent absence of any qualified long-term replacement.' 'Ms. Warren is slated to serve as interim CEO until a permanent successor to Ms. Baier is named. Notably, Brookdale's own skills matrix indicates senior housing is not among Ms. Warren's core competencies (an assessment which curiously clashes with recent materials published by Brookdale stating Ms. Warren has 'directly relevant senior living experience').' '...the fact that Ms. Warren was selected as pro tem CEO over any existing employee seems to invite immediate scrutiny regarding the depth of Brookdale's bench and the efficacy of the board's succession architecture.' '...closer scrutiny suggests key elements of the Company's refresh – including what seems to be nominal involvement from the nominating and corporate governance committee and the continuation of an objectively atypical and functionally reactive CEO succession process – suggest fresh perspectives could be beneficial here.' Endorsed Ortelius nominees Steven J. Insoft and Steven Vick for bringing important skills and perspectives to the Board: 'We believe both Ortelius candidates offer valuable senior housing and real estate expertise at a critical juncture, with particular attention to Brookdale's ongoing portfolio optimization efforts. Their elections in place of Ms. Freed and Mr. Wielansky would further demonstrate board refreshment directly predicated on exercise of the shareholder franchise, rather than on deference to members of management.' Recommended 'Withhold' votes on long tenured Brookdale directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee: 'Withholding votes from incumbent nominees Freed and Wielansky – Ms. Freed and Mr. Wielansky are, ex Ms. Warren, the longest serving members of the Brookdale board and thus the most readily accountable for the Company's comparatively poor long-term performance' 'Mr. Wielansky's purportedly valuable strategic insight and real estate expertise should, in the context of Brookdale's long-term arc, warrant particular scrutiny by investors, while Ms. Freed's experience seems to have very little crossover with the Company's core operations or ongoing strategic and financial initiatives.' 'Importantly, both directors have overseen significantly subpar shareholder returns during their respective tenures. We are further concerned that Ms. Freed, as chair of the nominating and corporate governance committee, has heavily deferred to the recommendations of current and former senior executives during Brookdale's recent board refresh, a tack which, taken together with the Company's muddled succession effort, reflects unfavorably on the fundamental efficacy of Brookdale's existing oversight architecture.' 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 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
Leading Independent Proxy Advisory Firm ISS Supports Compelling Case for Change to Brookdale Senior Living Inc. Board of Directors and Recommends Vote on the WHITE Ortelius Proxy Card
NEW YORK--(BUSINESS WIRE)--Ortelius Advisors, L.P. ('Ortelius') today announced that a leading independent proxy advisory firm, Institutional Shareholder Services Inc. ('ISS'), has recommended that stockholders vote FOR the election of 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. Peter DeSorcy, Managing Member of Ortelius, said: 'We are pleased that ISS agrees with our view that there is a need for urgent change at Brookdale. As ISS observed, the Board only appears to act when pushed by stockholders, which underscores Ortelius' campaign to put more qualified and independent voices in the boardroom. ISS also further validated Ortelius' position that the Board's CEO transition process was both reactive and flawed. We firmly believe that ALL Ortelius nominees are needed to effect essential change at Brookdale. If elected, the Ortelius nominees will bring to the Board relevant skills, expertise, and experience in recruiting high-performing CEOs, and restore confidence in the critical process to select Brookdale's next CEO. While there remain many paths to building and unlocking the significant value within Brookdale, a new and qualified Board is an absolutely necessary first step. 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, ISS*: Concluded Brookdale had clearly underperformed its peers and that prior to Ortelius' public campaign there was a need and an unmet stockholder desire for urgent change at Brookdale: 'BKD has meaningfully underperformed the two largest companies in the industry, WELL and VTR. Moreover, performance against SNDA, which has faced challenges over the past several years, has been mixed. Importantly, the positive market reaction to recent occupancy rates is promising, but the comparable reactions to other key developments, including [the] announcement [of] this campaign and departure of the CEO, are evidence that change was overdue when the dissident first went public with its criticisms.' Called out the Board's lack of engagement with shareholders prior to Ortelius' public call for change, and the reactive and defensive nature of the Board's actions: 'During engagement with ISS, the board stated that after launch of the dissident's campaign, it conducted outreach to its seven largest shareholders, which collectively hold 30 to 35 percent of outstanding shares. These shareholders expressed frustrations with BKD's performance under Baier.' '…the board was seemingly unaware of the opinions harbored by the company's largest shareholders about the former CEO, which only emerged during outreach after launch of the dissident's is difficult to conclude that the board has historically been proactive in this important area, which creates questions about whether the board is equipped to now run a successful [CEO search] process. These questions are only heightened by concerns with the board's own refreshment process.' '… it is evident that there were deficiencies in the succession planning process. This is reflected most clearly in the opinions expressed by the company's largest shareholders about the CEO, and in the positive market reaction to announcement of the change. Moreover, the positioning of the announcement in the midst of a proxy contest provides shareholders with a reason to interpret the development as a defensive maneuver…' Questioned the Board's fitness in conducting a credible CEO search process given concerns around the Board's recent director appointments: '… the board is now overseeing a pivotal CEO search process. Recent refreshment should have provided shareholders with assurance that the board is equipped to successfully handle this important task. Instead, three of the four new additions have connections to other directors and insiders. This unforced error has accompanied other developments that revealed ongoing concerns about succession planning in general, and raised questions about this process specifically.' 'Beyond questions about the pace of refreshment, there is a pattern of directors and insiders referring new candidates, which raises more serious concerns about independence.' Validated Ortelius' criticisms about Brookdale's operating performance: '…the company has continually underperformed on an occupancy rate basis versus its peers since Q4 2021…' 'The leased portfolio has underperformed and there are risks inherent in the company's long term leases…' Confirmed that Ortelius' plan to sell underperforming properties is well conceived and viable: 'The dissident's plan follows a logical framework, in that shedding underperforming assets should provide an uplift to operating metrics.' Endorsed Ortelius nominees Steven L. Vick and Lori B. Wittman for bringing important skills and perspectives to the Board: 'Vick has relevant industry experience, which includes serving as the CEO of multiple senior living operators. His perspective would be complimented by that of Wittman, who has broad real estate experience, including at senior living operators.' 'Wittman is also participating in a CEO search in her role as the lead independent director at GMRE. Ultimately, Vick and Wittman collectively offer independence, industry expertise, and transferable public company board experience. Their presence should offset concerns surrounding recent board refreshment, providing confidence to shareholders about the CEO search process.' Recommended 'Withhold' votes on long tenured Brookdale directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee: 'Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.' As validated by ISS's analysis and recommendation, Ortelius has outlined the clear case for meaningful change at Brookdale, and encourages fellow shareholders and interested parties to visit for additional information including Ortelius' open letters to Brookdale shareholders, investor presentation, definitive proxy materials, and information on how to vote the WHITE Proxy Card. 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 ISS 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@ About Ortelius Advisors, L.P. Ortelius is a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities.
Business Wire
20-05-2025
- Business
- Business Wire
Ortelius Delivers Open Letter to Brookdale Senior Living Inc. Stockholders
NEW YORK--(BUSINESS WIRE)--Ortelius Advisors, L.P. ('Ortelius') today announced that it has delivered an open letter to the stockholders of Brookdale Senior Living Inc. (NYSE: BKD) ('Brookdale' or 'Company') and has filed definitive proxy materials with the Securities and Exchange Commission in connection with Ortelius' nomination of a slate of six highly-qualified director nominees for election to the Brookdale Board of Directors at the upcoming 2025 Annual Meeting of Stockholders, scheduled to be held on Friday, July 11, 2025. Ortelius also announced that it has launched to provide additional information to its fellow stockholders. The full text of Ortelius' open letter to Brookdale stockholders can be viewed at the following link: Peter DeSorcy, Managing Member of Ortelius, said: Brookdale has significant upside potential, based on its high-quality assets, favorable industry dynamics, and considerable free cash flow capabilities, and there are multiple paths to building and unlocking long-term value for stockholders. However, we are deeply concerned by the Company's underperformance, chronic undervaluation, and years of missteps and shortcomings. The Board must be held accountable for the Company's destruction of stockholder value, which is why we are seeking shareholder support for our six highly qualified, independent director candidates for election to the Board at the upcoming Annual Meeting of Stockholders in July 2025. Ortelius' nominees would bring to the Board the expertise, objectivity, and leadership required to instill discipline and align decision-making with stockholder interests. With a refreshed Board in place, and selecting a new CEO that is committed to driving value for stockholders, the Company can establish a path to sustainable, long-term value creation. 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 the Ortelius Nominees and in accordance with Ortelius' recommendations on the other proposals on the agenda for the Annual Meeting. 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.
