Brookdale Showcases the Strength and Effectiveness of Current Board of Directors

Core Viewpoint - Brookdale Senior Living Inc. is urging shareholders to vote for its eight highly qualified director nominees on the BLUE proxy card, emphasizing the lack of relevant experience among the nominees proposed by Ortelius Advisors, L.P. [1][2][4] Group 1: Board Composition and Strategy - Brookdale's Board is described as refreshed and well-rounded, consisting of eight highly qualified nominees with expertise necessary for positive financial and operational performance [2][6] - The Board has added four new directors in the past year, enhancing its composition with strong backgrounds in real estate, healthcare, operations, and senior housing [6][12] - The current Board is committed to executing a clear strategy, including the search for a new CEO, and believes that replacing any directors at this time would impair the company's success [4][5] Group 2: Comparison with Ortelius Nominees - Ortelius is attempting to take control of the Board with nominees who lack relevant experience in critical areas such as healthcare and hospitality, which are essential for Brookdale's operations [4][13] - The Brookdale Board argues that electing Ortelius' nominees would undermine the progress made and put shareholder investments at risk [4][18] - Brookdale's nominees possess a diverse range of skills, including healthcare leadership, financial expertise, and operational experience, which are deemed superior to those of Ortelius' candidates [12][18] Group 3: Financial Performance - Brookdale reported positive adjusted free cash flow and adjusted EBITDA that exceeded internal expectations in the first quarter of 2025, indicating successful execution of key initiatives [20][23] - The company achieved an 80% same community weighted average occupancy, a 4.9% growth in consolidated RevPAR year-over-year, and a 90 basis points expansion in same community operating income margin year-over-year [23][24] - Brookdale's performance metrics have outperformed those of its peers, including Sonida Senior Living, Inc., in key areas [21][24] Group 4: Governance Practices - The Board emphasizes its commitment to best practices in corporate governance, including annual elections of all directors and policies against hedging and pledging of securities [7][8] - Governance enhancements are actively being reviewed, including director tenure and performance-based long-term incentive awards [8][19] - The Board's structure includes fully independent standing committees and a majority vote standard for non-contested elections, ensuring accountability to shareholders [7][8]