Brookdale Comments on ISS Recommendation

Core Viewpoint - Brookdale Senior Living Inc. supports the recommendation from Institutional Shareholder Services (ISS) against granting control of the Board of Directors to Ortelius, emphasizing the lack of a clear performance assessment and feasibility details in Ortelius' plan [1][2]. Group 1: Board Composition and Expertise - Brookdale urges shareholders to vote for all eight of its highly qualified director nominees, highlighting the critical skillsets of directors Lee Wielansky and Victoria Freed, which are essential for the company's strategic direction and operational efficiency [1][2][10]. - The company argues that replacing Wielansky or Freed with Ortelius' nominees would deprive the Board of necessary expertise and institutional knowledge, potentially impairing the recruitment of a new CEO and jeopardizing shareholder value [2][9]. - Wielansky's extensive operational experience in real estate and his leadership in optimizing Brookdale's portfolio are presented as vital for the company's ongoing strategy [4][6]. Group 2: Critique of Ortelius' Candidates - Ortelius candidate Lori Wittman has limited experience in senior living, primarily focused on financial management in REITs, which does not align with Brookdale's operational needs [3]. - Ortelius candidate Steven Vick has not held significant leadership roles in over two decades, raising concerns about his qualifications and experience relevant to Brookdale's scale and operations [7]. - The company emphasizes that the current Board's composition, including experienced directors, is crucial for effective oversight and support during a pivotal time for the company [9]. Group 3: Strategic Direction and Shareholder Value - Brookdale's Board has intentionally refreshed its composition to balance tenure and skillsets, ensuring that the company can effectively navigate its strategic priorities and enhance shareholder value [10][11]. - The company asserts that its eight director nominees collectively possess the right mix of expertise necessary for continued financial and operational performance [10].