Brookdale Senior Living’s largest stockholder has thrown its support behind the company’s two board nominees while expressing “great respect” for another shareholder that has proposed a different candidate for one of the openings.
As part of the deal announced Friday between Brookdale and New York City-based investment management firm Glenview Capital Management, the country’s largest senior living company said it will appoint one of its nominees, Guy Sansone, to the position of nonexecutive chairman, effective Jan. 1, if he wins election Oct. 29 at Brookdale’s annual meeting of stockholders. Lee Wielansky, the Brentwood, TN-based company’s current nonexecutive chairman, would remain on the board as an independent director.
Sansone is managing director and chairman of the Healthcare Industry Group at global professional services firm Alvarez & Marsal. In addition to Sansone, Brookdale has nominated Victoria Freed for a board director position. She is senior vice president of sales, trade support and service at Royal Caribbean International.
The two openings on the board are due to the impending departures of directors Jackie Clegg and James Seward.
The Brookdale-Glenview agreement comes after months of “shareholder outreach undertaken by [Brookdale President and CEO] Cindy Baier and the team,” Glenview founder and CEO Larry Robbins said in a press release announcing the arrangement.
As of Sept. 9, Glenview owned approximately 9.9% of the Brookdale’s outstanding common stock, according to Brookdale.
Another shareholder, Stamford, CT-based registered investment manager Land & Buildings, has said it will support Sansone’s election but has proposed its own candidate — former NorthStar Healthcare Income and HCP Inc. CEO James F. Flaherty III, who now is managing partner of investment firm Corby 2.0 — as an alternative to Freed. Land & Buildings issued its own proxy card via which it is asking fellow shareholders to support its recommendations.
The activist shareholder owns approximately 4% of Brookdale’s outstanding shares of common stock, according to the SEC filing.
“While we have great respect for the nominees, suggestions and analysis of long-term holder Land & Buildings, we feel that the proposal put forward by the Brookdale board and management team provides the best combination of fresh perspectives and the likelihood of Board cohesion,” Robbins said.
