Brookdale Senior Living’s annual meeting will be Oct. 29, the company said in a Wednesday filing with the Securities and Exchange Commission of definitive proxy materials that, among other information, include arguments to shareholders for voting against an activist investor’s candidate for its board.
Just last Friday, Land & Buildings, a frequent critic of Brookdale, withdrew the name of its founder and chief investment officer, Jonathan Litt, as a nominee for the company’s board. The Stamford, CT-based registered investment manager, however, continues to nominate former NorthStar Healthcare Income and HCP CEO James F. Flaherty III, who now is managing partner of investment firm Corby 2.0. In its SEC filing, Brookdale said the nomination, on a separate proxy statement, means that Land & Buildings “is still actively seeking to gain influence and representation on the Board.”
“Mr. Flaherty was considered as a potential candidate as part of the Nominating and Corporate Governance Committee’s review process,” Brookdale said. “The Committee determined that, among other factors, Mr. Flaherty’s predominantly real estate background would not be additive to the broader skill set necessary for the Board of a leading healthcare operator such as Brookdale.”
Further, Brookdale said, Flaherty’s election would “result in a repeated push” for Land & Building’s proposed separation of the company’s real estate and its management company into two separate companies in a so-called operating company / property company, or OpCo / PropCo, split. That idea, Brookdale said, “is a short-sighted financial engineering plan that jeopardizes Brookdale’s current progress toward a long-term strategy to deliver sustained stockholder value, as well as the Company’s ability to provide superior service and care to our residents and patients.”
Brookdale is asking shareholders to vote for its two board candidates, Vicki Freed and Guy Sanson. Freed is senior vice president of sales, trade support and service at Royal Caribbean International, and Sansone is a managing director and chairman of the Healthcare Industry Group at global professional services firm Alvarez & Marsal.
The two, Brookdale said, “together bring a broad range of relevant expertise to the Brookdale Board, including in sales and marketing, strategic planning, finance, hospitality, healthcare operations and strategy, and senior housing operations. If elected, we believe Ms. Freed’s and Mr. Sansone’s diverse expertise will strengthen the Company’s ongoing efforts to leverage our scale and growing demographics to become the nation’s first choice in senior living and thereby create significant long-term value for stockholders.”