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An uncivil war for control at Brookdale - McKnight's Senior Living

Published 2 days ago2 minute read

Well, here we are. Just days away from Brookdale Senior Living’s shareholder meeting. And it’s safe to say the gloves are officially off.

After months of buildup, the fight for control of the nation’s largest senior living operator has reached its final round. How big is this fight? Consider this: Brookdale operates nearly 650 communities across 41 states, serving around 58,000 residents.

In other words, heavyweight boardroom battles don’t get much bigger.

So, let’s size up the combatants.

In one corner: Brookdale’s current leadership, armed with a PowerPoint deck full of occupancy stats and upbeat talk about “momentum.”

In the other corner: activist hedge fund Ortelius Advisors, armed with a flamethrower.

Brookdale’s case rests on a recent uptick in occupancy — both consolidated and same-community — as evidence its strategy is working. Management says move-ins are rising, move-outs are falling and demand is strong. They’ve even warned that electing just one Ortelius nominee could stall the CEO search, derail progress and sink shareholder value.

In other words: We’re turning the ship around — now, please, don’t touch the wheel.

Ortelius isn’t buying it. The activist firm paints a much darker picture: long-term underperformance, a plummeting stock price, vanishing book value and over half a billion dollars in negative cash flow. Its latest letter to shareholders reads more like a Martin Luther-style indictment than a proxy pitch. “Dismal performance,” “chronic undervaluation” and “vast destruction of shareholder value” are just a few of the highlights.

It’s not subtle. But then again, Ortelius isn’t trying to win friends. They’re trying to win votes.

And they just might get them. At least some proxy advisors have found pieces of the Ortelius argument persuasive. That’s not nothing — especially when investors are weighing whether Brookdale’s recent green shoots are a real recovery or just a blip.

The truth? Both sides are making valid points. Brookdale has improved occupancy. But it’s also fair to ask why it took this long, and whether more of the same will really move the needle.

This isn’t just another proxy battle. It’s a referendum on what leadership — and change — should look like at senior living’s most visible company. And depending on which path shareholders choose, the outcome could ripple far beyond Brookdale’s headquarters in Brentwood, TN.

John O’Connor is editorial director for McKnight’s Senior Living and its sister media brands, McKnight’s Long-Term Care News, which focuses on skilled nursing, and McKnight’s Home Care. Read more of his columns here.

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