An activist shareholder’s aggressive proxy campaign could undermine progress and impair Brookdale Senior Living’s ability to identify a new CEO, according to an investor presentation released Wednesday by the country’s largest senior living company.

The senior living provider offered the presentation ahead of its 2025 annual shareholder meeting, scheduled for July 11, and in response to a presentation from Ortelius Advisors released earlier this month in its continuing proxy fight with Brookdale. The fight began in March with Ortelius’ nomination of six candidates to Brookdale’s board.

The activist shareholder has said that its concerns are with Brookdale’s “underperformance and undervaluation,” including a share price that has dropped 85% in the past 10 years, returns deemed to be underperforming, and occupancy rates and net operating income margins it said were lagging.

Brookdale said that its “substantially refreshed and experienced” board is overseeing the company’s transformation with a strategic focus on five key initiatives: improving operating performance through higher occupancy and rates, optimizing its real estate portfolio, reinvesting capital into communities, reducing leverage and investing in residents, employees and culture.

Over the past several years, the company said, its board and management team have streamlined operations, simplified the business, rationalized the leased portfolio and reduced leverage. Brookdale said that the average tenure of members on its refreshed board is less than four years, with seven of its eight directors independent and four having joined since June 2024. 

Brookdale pointed out that its share price is up more than 40% year to date and said that its plan is working, as evidenced by May weighted average occupancy of 80.6%, renegotiated leases, a reduction in the number of leased units by 19% since the first quarter of 2021, and the implementation of Brookdale’s value-based care coordination initiative, HealthPlus, expected to reach 190 communities by year-end.

Brookdale said that its board is composed of a diverse range of crucial and complementary skills, including experience in healthcare, financial, hospitality, sales and marketing, real estate and senior living. 

“The board is committed to acting as an agent of change, informed by shareholder feedback, as illustrated by its decision to begin an executive search process in late 2024 and transition Brookdale’s former CEO in April 2025,” the company stated in a news release issued Wednesday. 

Brookdale said that Ortelius’ slate of board candidates lacks a diversified skill set relevant to the company’s strategy, and that its attempts to “seize control” of the board will undermine progress underway and impair the ability to identify a new CEO.

In addressing Ortelius’ “case for change,” Brookdale said that the New York-based activist hedge fund group’s claims do not reflect the progress the company has made or the realities of the senior living industry, calling Ortelius’ campaign “unnecessary” and one that “risks significant value destruction.” 

Brookdale said it is well-positioned due to its strategy, adding that as a less than 1% shareholder, Oretilus is “seeking to take control of the board and is proposing strategic actions — the majority of which are already underway.” 

Ortelius’ attacks “lack credibility and cherry picks timeframes” without acknowledging the impact of the COVID-19 pandemic, according to Brookdale. In reality, the company said, it has bounced back from pandemic losses and continues on a “robust path” of recovery and growth, pointing to 1,270 basis points of occupancy growth over the past four years.

Those efforts have resulted in an 89% increase in share price since the end of the COVID-19 pandemic, Brookdale stated.

Brookdale reiterated claims that Ortelius has refused to engage constructively, delaying communication with the company while demanding control of the board. Brookdale also asserted that Ortelius prevented the board from interviewing its nominees, inhibiting the board’s ability to consider them.