Amid a proxy fight centered on an overhaul of its board of directors, Brookdale Senior Living has laid out its case to maintain its “refreshed” board and updated strategic policies in a letter to shareholders ahead of a July 11 annual shareholder meeting.

In a Thursday letter, the country’s largest senior living company touted that its “refreshed and well-rounded” board includes eight nominees with the expertise and skills to “deliver positive financial and operational performance.” The company also asserted that the six nominees proposed by Pangaea Ventures, a fund managed by New York-based activist hedge fund group Ortelius Advisors, stand in “stark contrast” and lack a track record of “value creation or relevant expertise.” 

Brookdale said it has “significantly refreshed” its board composition, which it said is overseeing the execution of a “clear strategy,” including the search for the next CEO. Meanwhile, according to Brookdale, Ortelius is attempting to “seize control” of the board with six nominees “whose skills are not additive or relevant” and has proposed strategic actions Brookdale already has implemented. 

“We believe that electing the Ortelius nominees would undermine the substantial progress we have made and put your investment at significant risk,” the letter read. 

Brookdale said its addition of four new directors in the past year brought strong senior housing, operations, real estate and healthcare experience to the company. The board is reviewing governance related to director tenure and is evaluating performance-based long-term incentive awards programs for executives, Brookdale added.

“We strongly believe it is in shareholders’ best interests to NOT bring Ortelius’ nominees or self-serving agenda into the boardroom,” the letter read. “We believe that further board change at this time will derail the board’s progress and significantly impair the board’s ability to identify a new CEO and continue executing our strategy at a critical time for the company.”

Brookdale accused Ortelius of refusing to work together in mutual problem-solving, saying that the firm instead has resorted to public attacks and demands in a “misguided campaign to take control of your company.” Along with its slate of nominees, Ortelius launched a website with recommendations for “a path forward.”

During a first-quarter earnings call earlier this month, Board Chair and interim CEO Denise Warren said the search for a new CEO was “well underway” but could take at least six months.

Brookdale entered into a separation agreement with former President and CEO Lucinda “Cindy” Baier in April. She had been in those roles since 2018 after joining the company as chief financial officer in 2015.