DFAN14A 1 dfan14a11126009_05192025.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

BROOKDALE SENIOR LIVING INC.

(Name of Registrant as Specified In Its Charter)

ORTELIUS ADVISORS, L.P.

PANGAEA VENTURES, L.P.

ORTELIUS ADVISORS GP I, LLC

PETER DESORCY

STEVEN J. INSOFT

PAULA J. POSKON

FRANK J. SMALL

IVONA SMITH

STEVEN L. VICK

LORI B. WITTMAN

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Ortelius Advisors, L.P., a Delaware limited partnership, together with the other participants named herein (“Ortelius”), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit proxies with respect to the election of Ortelius’ slate of highly qualified director candidates at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Brookdale Senior Living Inc., a Delaware corporation (the “Company”).

Item 1: On May 20, 2025, Ortelius issued the following press release:

Ortelius Delivers Open Letter to Brookdale Senior Living Inc. Stockholders

Files Definitive Proxy Materials for the Election of its Slate of Six Highly Qualified Director Nominees at Brookdale’s 2025 Annual Meeting

Letter Highlights Brookdale’s History of Operational and Strategic Issues, and the Current Board’s Lack of Credibility to Create Long-Term Value

Urges Meaningful Stockholder-Driven Change by Voting FOR Ortelius’ Nominees on the WHITE Proxy Card

NEW YORK, May 20, 2025 -- Ortelius Advisors, L.P. (“Ortelius”) today announced that it has delivered an open letter to the stockholders of Brookdale Senior Living Inc. (NYSE: BKD) (“Brookdale” or “Company”) and has filed definitive proxy materials with the Securities and Exchange Commission in connection with Ortelius’ nomination of a slate of six highly-qualified director nominees for election to the Brookdale Board of Directors at the upcoming 2025 Annual Meeting of Stockholders, scheduled to be held on Friday, July 11, 2025.

Ortelius also announced that it has launched www.ABetterBrookdale.com to provide additional information to its fellow stockholders.

The full text of Ortelius’ open letter to Brookdale stockholders can be viewed at the following link: https://abetterbrookdale.com/wp-content/uploads/2025/05/BKD-Proxy-Letter-May-19-2025-FINAL.pdf

Peter DeSorcy, Managing Member of Ortelius, said:

Brookdale has significant upside potential, based on its high-quality assets, favorable industry dynamics, and considerable free cash flow capabilities, and there are multiple paths to building and unlocking long-term value for stockholders. However, we are deeply concerned by the Company’s underperformance, chronic undervaluation, and years of missteps and shortcomings.

The Board must be held accountable for the Company’s destruction of stockholder value, which is why we are seeking shareholder support for our six highly qualified, independent director candidates for election to the Board at the upcoming Annual Meeting of Stockholders in July 2025.

Ortelius’ nominees would bring to the Board the expertise, objectivity, and leadership required to instill discipline and align decision-making with stockholder interests. With a refreshed Board in place, and selecting a new CEO that is committed to driving value for stockholders, the Company can establish a path to sustainable, long-term value creation.

Your vote is important, no matter how many or how few shares of Common Stock you own. Ortelius urges you to sign, date, and return the WHITE universal proxy card today to vote “FOR” the election of the Ortelius Nominees and in accordance with Ortelius’ recommendations on the other proposals on the agenda for the Annual Meeting.

Additional Information

Ortelius Advisors, L.P., together with the other participants in its proxy solicitation (collectively, “Ortelius”), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of Ortelius’ slate of highly-qualified director nominees at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Brookdale Senior Living Inc., a Delaware corporation (the “Company”). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in Ortelius’ proxy solicitation. These materials and other materials filed by Ortelius with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by Ortelius with the SEC are also available, without charge, by directing a request to Ortelius’ proxy solicitor, Saratoga Proxy Consulting LLC, at its toll-free number (888) 368-0379 or via email at info@saratogaproxy.com.

About Ortelius Advisors, L.P.

Ortelius is a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities.

Contacts

Stockholders:

Saratoga Proxy Consulting LLC

John Ferguson & Joseph Mills

(212) 257-1311/(888) 368-0379
info@saratogaproxy.com

Media:

Gagnier Communications

Dan Gagnier & Riyaz Lalani

(646) 569-5897

ortelius@gagnierfc.com

Item 2: Also on May 20, 2025, Ortelius issued a letter to the Company’s stockholders, which is attached hereto in Exhibit 99.1 and incorporated herein by reference.

Item 3: Also on May 20, 2025, Ortelius launched a website to communicate with the Company’s stockholders regarding the Annual Meeting. The website address is www.ABetterBrookdale.com. The following materials have been published to www.ABetterBrookdale.com: