Land & Buildings founder and Chief Investment Officer Jonathan Litt on Tuesday withdrew the nomination of James “Jay” F. Flaherty III from consideration for the Brookdale Senior Living Board of Directors, ending a proxy contest but promising to continue to watch the company’s progress on its “path towards shareholder value creation.”
The move came a little more than a month after Litt removed himself from consideration for Brookdale’s board while continuing to back Flaherty, the former CEO of real estate investment trusts NorthStar Healthcare Income and HCP who now is managing partner of investment firm Corby 2.0.
Land & Buildings had proposed Litt and Flaherty for the board in July, but Brookdale subsequently opted to nominate Vicki Freed and Guy Sansone instead. Sept. 19, Litt said he withdrew from board consideration “[b]ased on stockholder feedback and our due diligence around the qualifications of the Company’s nominees.” At that time, Land & Buildings said it planned to use its proxy to vote for Flaherty and Sansone, a managing director and chairman of the Healthcare Industry Group at global professional services firm Alvarez & Marsal.
Litt said Tuesday that although Flaherty would have been “an ideal addition” to Brookdale’s board, and although Land & Buildings’ board-related efforts received support from “many of our fellow Brookdale shareholders,” the registered investment manager ultimately decided that withdrawing Flaherty’s nomination was “the best path forward at this time.”
Land & Buildings continues to support Sansone’s nomination but “will continue to closely monitor the situation at Brookdale over the course of the next year — and take appropriate action as necessary,” he said.
In a statement to McKnight’s Senior Living on Tuesday, Brookdale said: “We thank our stockholders for their support and appreciate their confidence in Brookdale. With a refreshed Board and management team, we are confident we will continue to drive long-term sustainable growth for all stockholders.”
Sansone is expected to become the next chairman of Brookdale as part of an agreement the company struck with its largest stockholder, Glenview Capital Management, which was announced Sept. 27.
“We are hopeful that Mr. Sansone can make further progress on real estate monetization and improving transactions with landlords to benefit Brookdale shareholders,” Litt said Tuesday. Sansone’s nomination and other recent changes made by Brookdale — instituting a phased-in de-staggering of the board and restructuring certain leases — “would not have occurred without our involvement,” he added.
