Brookdale Senior Living Declares Victory in Ortelius Proxy Fight

Brookdale Senior Living (NYSE: BKD) has declared victory in its proxy fight with Ortelius Advisors.

The nation’s largest operator on Friday announced that, based on preliminary results, shareholders have elected all eight of Brookdale’s board of director nominees during the company’s annual meeting. Based on the preliminary vote count, the Brookdale board is slated to be composed of Jordan Asher, Claudia Drayton, Mark Fioravanti, Victoria Freed, Joshua Hausman, Elizabeth Mace, Denise Warren and Lee Wielansky.

“We remain focused on executing our five key initiatives – improving operating performance, optimizing our real estate portfolio, reinvesting capital into communities, reducing leverage and ensuring high-quality environments for residents and associates,” the company said in a press release. “With our strong momentum so far this year, we are confident Brookdale is well-positioned for success as we capitalize on robust demographic and industry tailwinds.”

With its latest challenge now behind it, the senior living operator is turning its attention to finding a new CEO to replace Cindy Baier, who stepped down from her post in April. Denise Warren currently leads Brookdale as interim CEO.

Brookdale is the largest senior living operator in the U.S. with 645 communities in 41 states.

Ortelius had previously pushed for sweeping changes at the Brentwood, Tennessee-based company that would have included asset sales and unwinding leases of underperforming communities. The company earlier this year nominated Steven Insoft, Paula Poskon, Frank Small, Ivona Smith, Steven Vick and Lori Wittman for Brookdale’s board of directors.

Ortelius Managing Member Peter DeSorcy previously wrote that Brookdale’s board and management team “spearheaded the vast destruction of stockholder value, and must be held accountable.” Prior to Friday’s vote, the two companies for months waged a back-and-forth proxy fight that eventually roped in independent advisory firms Institutional Shareholder Services (ISS), Glass Lewis & Co. and Egan-Jones Ratings Co.

At the heart of the activist investor’s argument was allegations of “years of missteps and shortcomings” that led to lower occupancy and NOI margin rates and total stockholder returns compared to companies including Welltower (NYSE: WELL) and Ventas (NYSE: VTR).

But those arguments ultimately did not appear to persuade Brookdale shareholders during Friday’s vote.

Days before Friday’s meeting, Brookdale management called the company’s current weighted average occupancy rate of 80.1% “a key milestone for cash flow growth.” Brookdale believes that regaining pre-pandemic occupancy of 84.5% would result in at least $200 million of incremental revenue, while returning to the operator’s previous occupancy high of 89% would result in at least $380 million of incremental revenue.

The company has deployed “SWAT teams” at underperforming communities with the goal of improving operational and financial results.

Brookdale’s NOI margins in the first quarter of 2025 registered at 28.6%, representing a gain of 130 basis points versus the same period in 2024.

This is not the first time Brookdale has fought off a proxy fight from an activist investor. Another company, Land & Buildings, in 2019 launched a heated campaign to install its own board candidate. That bid ultimately fizzled when the activist investor withdrew its nomination.

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