Brookdale Senior Living Inc (BKD) shareholders elected all the company’s director nominees to the Board

M.Cap: $1.6 billion | Brookdale Senior Living Inc. owns and operates senior living communities in the United States. It operates through five segments: Retirement Centers, Assisted Living, CCRCs Rental, Brookdale Ancillary Services, and Management Services.

Ortelius Advisors

On March 5, 2025, Ortelius Advisors, L.P. issued a letter to the stockholders nominating six new board candidates. They cite concerns over declining occupancy rates, NOI margins, EBITDA margins, and free cash flow, underscoring a substantial drop in tangible book value per share and stock price underperformance relative to benchmarks over seven years.

On April 24, 2025, Ortelius Advisors issued a letter to Brookdale Senior Living shareholders criticizing years of poor performance under the prior CEO and Board, highlighting stock declines, falling occupancy, and negative cash flow. With Cindy Baier’s recent departure as CEO, Ortelius nominated six directors to drive strategic changes, including monetizing underperforming assets, reducing debt, exiting leases, and unlocking real estate value. Ortelius believes these actions could significantly increase shareholder value and urged stockholders to support its nominees for Board refreshment and long-term value creation.

On May 20, 2025, Ortelius Advisors issued a presentation citing persistent underperformance and value destruction. Since rejecting a $9/share offer in 2018, Brookdale's stock fell 37% and significantly lagged peers like Welltower and Ventas. Ortelius criticized poor financial results, 33% shareholder dilution, and a declining tangible book value. It proposed a strategic overhaul, including selling underperforming assets, reducing debt, exiting low-margin leases, and repositioning Brookdale as a focused, high-occupancy real estate operator to restore value.

On June 16, 2025, Ortelius Advisors urged shareholders to support its six board nominees, citing years of mismanagement, poor oversight, and stockholder value destruction. Ortelius criticized the board’s renewal of unprofitable lease agreements, failure to address $4.1B in rising net debt, and weak execution on asset monetization. It proposes a materially different strategy—divesting underperforming assets, eliminating the leased portfolio, reducing leverage, and repositioning Brookdale as a real estate-focused operator (GoodCo PropCo), which Ortelius believes could unlock significant value far above the company’s current market cap. Source

On June 23, 2025, ISS recommended that stockholders vote FOR the election of Ortelius nominees to the Board. Source

On July 7, 2025, Ortelius Advisors urged Brookdale Senior Living (NYSE: BKD) shareholders to vote for its six independent nominees, citing years of poor performance, insider-driven board refreshment, and strategic failures. Supported by ISS, Glass Lewis, and Egan-Jones, Ortelius proposed a turnaround plan focused on asset sales, portfolio optimization, and balance sheet repair. Source

At the AGM held on July 11, 2025, shareholders elected all the company’s director nominees to the Board.

Glenview Capital Management

On September 27, 2019, the company announced that it has entered into a support agreement with Glenview Capital Management (11.71%). Pursuant to the agreement, Glenview will vote all of its shares in favor of both the Company’s Class II director nominees, Victoria Freed and Guy Sansone, and with the Board’s recommendations on the other proposals at the 2019 Annual Meeting. In connection with the agreement, Brookdale also announced that if both Ms. Freed and Mr. Sansone are elected to the Board, Mr. Sansone will be appointed Non-Executive Chairman, effective January 1, 2020. Source

Land and Buildings Investment Management

On September 12, 2018, Land and Buildings Investment Management issued an open letter to shareholders expressing concerns that the Board has failed to announce plans to materially monetize company’s real estate. It expressed its disappointment that the board has not accelerated the de-staggering of board elections so that all directors up for election are elected to one-year terms.  It stated that in the absence of any changes to more shareholder-friendly governance policies, it intends to vote against the three directors up for election at Brookdale's AGM.

At the AGM held on October 4, 2018, the incumbent nominees were elected by the shareholders.

On July 16, 2019, Land and Buildings Investment Management issued an open letter to shareholders nominating two candidates for election to the Board at the 2019 annual meeting of shareholders. It stated that it has engaged Green Street Advisors to independently value company and its real estate, leading to a net asset value estimate substantially above share price . Green Street Advisors believes there may be viable opco/propco reit structures, that could lead to a material higher share price –

On July 30, 2019, Land and Buildings Investment Management issued an open letter to shareholders highlighting persistent operational failures, poor capital allocation and balance sheet mismanagement and reiterated that it nominates two candidates for election to the Board at the 2019 annual meeting of shareholders

Valuation Insight

Had the Company simply performed in-line with the Healthcare REIT peers, our estimated net asset value for Brookdale would be more than 50% higher. 

On August 13, 2019, Land & Buildings issued an open letter to shareholders releasing Green Street Advisors’ Report Valuing Brookdale at $13.60 per share. It stated that Green Street’s findings are view, suggesting ~70% upside to the current share price

Key findings from the Green Street report include:

• PropCo/OpCo Combined Value of $13.60 per share, a ~70% increase over current share price
• Owned real estate value of $5.6 billion at a 6.9% cap rate
• Operator equity market cap of $616 million at a ~10x EBITDA multiple

Key assumptions from the Green Street analysis, which was prepared using Brookdale’s public disclosure, include:

• Brookdale PropCo valued at $10.30 per share

Ø  Green Street believes it could trade at a 15% premium to NAV compared to 23% for comparable publicly traded healthcare REITs

Ø  0% forward NOI growth

Ø  Owned senior housing assets are 100% in RIDEA structure

Ø  Equity offering at creation of REIT of $1.5 billion at a 5% discount to fair value, equity

Ø  Net leverage similar to comparable publicly traded healthcare REITs

Ø  Leased assets remain in PropCo

• OpCo valued at $3.30 per share

Ø  Asset-lite pure operator with no corporate debt

Ø  Earns fee from managing PropCo assets under a RIDEA structure, leaving OpCo with no lease obligations

Ø  Health Care Services in OpCo

Ø  Positioned as dominant manager in senior housing sector

On October 8, 2019, Land & Buildings determined to withdraw its nominee for election to the Board of Directors at the Annual Meeting and issued a press release in connection therewith. Accordingly, Land & Buildings has terminated its proxy solicitation and will not vote any proxies received from stockholders of the Company on the BLUE proxy card at the Annual Meeting.