Brookdale’s Good-Faith Efforts to Engage with Ortelius Have Not Been Met in Kind
Vote “FOR” ONLY Brookdale’s Eight Nominees on the BLUE Proxy Card
Ortelius is Just a 1% Shareholder Attempting to Take Control of the Board Despite the Fact That the Actions Brookdale Has Already Taken Are Consistent with Key Elements of Ortelius’ "Agenda"
In order to avoid an unnecessary proxy contest, Brookdale’s Board and management team have made many attempts to engage with Ortelius constructively.
Ortelius did not make itself available for a call with management for nearly two weeks after it had nominated a slate to take control of the Board. Prior to that time, no member of the Board or management team had any substantive discussions with Ortelius about the Company for approximately two years
During the first conversation after Ortelius nominated a control slate, and a subsequent call between advisors, Ortelius did not engage in meaningful dialogue, admitted it had not spoken with other Brookdale shareholders, and openly stated it was not interested in any settlement that did not involve substantial Board and strategic change, without specifying what strategic change it desired
Ortelius refused to agree to Brookdale’s Nominating and Corporate Governance Committee interviewing its nominees. Despite Ortelius’ refusal, we still sent individual notes to each of Ortelius’ candidates to illustrate our sincere desire to engage constructively with them. We did not receive any responses to this outreach
Ortelius did not disclose details of any strategic plan for Brookdale until April 24. At such time, it issued an open letter to shareholders suggesting initiatives the Company should implement – the majority of which the Board and management team already have underway. In the letter, Ortelius also reiterated its intention to seek nearly wholesale Board change despite the Board's significant, multi-year refreshment
We remained open-minded on a resolution and members of the Board conducted a call with Ortelius on April 27. Ortelius came to the call with no formal proposal, other than to emphasize its commitment to gaining Board representation. Ortelius’ refusal to participate in Brookdale’s refreshment process and allow interviews of its director nominees a month prior greatly inhibited the Board’s ability to consider any of the Ortelius nominees when refreshing its composition
Given Ortelius’ record of poor engagement, Brookdale’s Board believes that replacing any of the Company’s nominees at this time would significantly impair your Board’s ability to identify a new CEO and continue executing on our strategy to create value for ALL shareholders.