Brookdale, Ortelius point to new proxy advisory firm announcements as support for board plans - McKnight's Senior Living
As the proxy fight between Brookdale Senior Living and Ortelius Advisors drags into its fourth month, both sides are pointing to new reports from proxy advisory firms as evidence of support for their arguments over control of Brookdale’s board of directors.
On Tuesday, each side released announcements pointing to support for their business strategies and slate of board nominees ahead of Brookdale’s annual shareholder meeting, scheduled for July 11.
Brookdale announced that proxy advisory firm Glass Lewis & Co. LLC had joined Institutional Shareholder Services in recommending that shareholders not give control of the board to Ortelius, which owns 1% of Brookdale shares and launched a control fight in March.
In its report, Glass Lewis “recognized Ortelius’ poor record of engagement” with the board and its lack of knowledge about the company’s operations.
“Viewed collectively, we are concerned that the foregoing framework discards the observed near-term yield on Brookdale’s existing efforts while offering investors comparatively poor visibility and functionally vacant benchmarking,” the Glass Lewis report read. It also asserted that Ortelius does not offer investors a “clear, persuasive and measurable framework for execution.”
Brookdale said that although it agreed with Glass Lewis and ISS Special Situations Research that Ortelius should not have control of the board, it “strongly” disagreed with the proxy firms’ suggestion that the Ortelius campaign warrants a vote for any one of the Ortelius nominees, saying that Ortelius’s candidates “are not additive or relevant to our business.”
Brookdale said that its slate of board nominees are “uniquely suited” to oversee the company’s business and management team, reflecting a “thoughtful refreshment process” that allows the board to benefit from fresh perspectives, as well as institutional knowledge.
“The Brookdale board believes that electing any of the nominees from Ortelius would risk compromising the continued successful execution of the company’s strategy and impairing its CEO search, ultimately diminishing returns for shareholders,” Brookdale wrote.
Brookdale President and CEO Lucinda “Cindy” Baier’s resignation in April coincided with an announcement that the company had named Mark Fioravanti, president and CEO of Ryman Hospitality Properties, as an independent director. The company subsequently announced that Joshua Hausman, managing partner at MHJ Capital Partners and former managing director at Onex Partners, also had been named an independent director.
Also Tuesday, Ortelius said that Glass Lewis’ recommendation that stockholders vote for its nominees further supports its push for change at Brookdale. Ortelius said in an announcement that Glass Lewis credited Ortelius’ public campaign with driving change at Brookdale, validated Ortelius’ criticism about Brookdale’s operating performance, and questioned Brookdale’s governance practices.
Glass Lewis endorsed Ortelius nominees Steven Insoft and Steven Vick while recommending that shareholders withhold their votes on longtime directors Lee Wielansky, chair of the investment committee, and Victoria Freed, chair of the nominating and governance committee.
Ortelius said that independent proxy advisory firm Egan-Jones Ratings Company recommended that stockholders support all six of its nominees for the board, which Ortelius said adds to “supportive commentary” from Institutional Shareholder Services.
“As recognized by both Egan-Jones and ISS, a refreshed board possessing the right skills and expertise is essential to rapidly advance a meaningful turnaround at Brookdale,” Peter DeSorcy, Ortelius managing member, said in a statement. “This includes leading the process of selecting a new and highly qualified CEO, as well as moving quickly to sell underperforming assets and unlock long-term value for stockholders.”
According to Ortelius, Egan-Jones recognized the “distinct and unique nature” of its strategy and confirmed the need for significant board renewal to drive change; concluded that Brookdale has underperformed its peers and faces “unsustainable debt burden that requires “urgent action”; supported Ortelius’ assertion that Brookdale’s strategy is “insufficient”; and unlikely to restore profitability to the company.
Egan-Jones recommended that shareholders vote for all six Ortelius nominees as well as Brookdale incumbent nominees Fioravanti and Hausman, whom they said should not be held accountable for “the company’s missteps” since they joined the board in April.
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