Stamford, CT-based Land & Buildings has filed with the Securities and Exchange Commission a preliminary proxy statement asking fellow Brookdale Senior Living shareholders to elect two directors supported by the registered investment manager, one of whom allegedly was referred to as a “big bad activist” by the executive search firm hired by Brookdale to interview prospective board members.
“This contest is a referendum on the company’s historical underperformance and whether the directors in place today, and their nominees, are best equipped to reverse this trend and properly evaluate the range of strategic and operational opportunities available to maximize value for all Brookdale stockholders,” Land & Buildings said in the filing. “We believe the answer is a resounding no.”
The activist shareholder owns approximately 4% of Brookdale’s outstanding shares of common stock, according to the SEC filing.
Its Tuesday action came days after Brentwood, TN-based Brookdale announced two board nominations of its own, passing on Land & Buildings’ previously announced choices: Land & Buildings founder and Chief Investment Officer Jonathan Litt, and former NorthStar Healthcare Income and HCP CEO James F. Flaherty III, who now is managing partner of investment firm Corby 2.0.
In a statement to McKnight’s Senior Living, Brookdale said: “Last week, Brookdale nominated two independent and incredibly distinguished director candidates, each of whom brings relevant experience, leadership expertise and complementary skill sets to the Brookdale board. We’ll carefully review the Land and Buildings filing.”
Brookdale’s nominees for its board are Vicki Freed, senior vice president of sales, trade support and service at Royal Caribbean International, and Guy Sansone, a managing director and chairman of the Healthcare Industry Group at global professional services firm Alvarez & Marsal.
The country’s largest senior living company originally was notified on July 2 that Land & Buildings planned to nominate Litt and Flaherty, according to the SEC filing, which includes Land & Building’s account of its sometimes-contentious relationship with Brookdale dating back to 2015.
Executive search firm Korn Ferry International, on behalf of Brookdale, interviewed Flaherty for nine minutes via telephone on Aug. 23, Land & Buildings said. “Korn Ferry acknowledged Mr. Flaherty’s high qualifications and expertise. Mr. Flaherty felt the interview was a perfunctory ‘check the box’ exercise,” according to the filing.
Korn Ferry interviewed Litt for 18 minutes via phone on Aug. 26, Land & Buildings said. “Korn Ferry specifically cited that they had been charged with interviewing the ‘big bad activist,’ essentially acknowledging that there was no chance Mr. Litt would be recommended to the board. Korn Ferry likewise acknowledged Mr. Litt’s appropriate skill sets and experience,” according to the filing.