Brookdale Senior Living : 2025 Annual Report 2025 Proxy

Published: 2025-05-22 09:52:17 ET BKD

Published on 05/22/2025 at 09:52

2025

Notice of Annual Meeting

of Stockholders & Proxy Statement

May 14, 2025

Dear Fellow Stockholders:

On behalf of the Board of Directors (the "Board of Directors" or the "Board") of Brookdale Senior Living Inc. ("Brookdale" or the "Company"), I am pleased to invite all of our stockholders to the Company's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting" or the "Annual Meeting"). The meeting will be held on Friday, July 11, 2025 at 8:30 a.m. Central time at the offices of Bass, Berry & Sims PLC at 21 Platform Way South, Suite 3500, Nashville, TN. A notice of the 2025 Annual Meeting and a proxy statement containing information about the matters to be acted upon are included with this letter.

Your vote is especially important at this year's Annual Meeting. As you may know, Pangaea Ventures, L.P., which is managed by Ortelius Advisors, L.P. (collectively, "Ortelius"), provided notice of their intention to nominate a control slate of six candidates to stand for election as directors at the Annual Meeting in opposition to the nominees being recommended by your Board. You may receive solicitation materials from Ortelius, including a proxy statement and a white proxy card or a white voting instruction form, asking you to vote for the Ortelius nominees. The Company is not responsible for the accuracy or completeness of any information provided by or relating to Ortelius or its nominees contained in solicitation materials filed or disseminated by or on behalf of Ortelius or any other statements Ortelius may make.

We strongly urge you to vote "FOR" ONLY each of the eight highly qualified nominees proposed by the Board (Denise W. Warren, Jordan R. Asher, Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, and Lee S. Wielansky) and in accordance with the Board's recommendation on the other proposals included on the Company's BLUE proxy card or BLUE voting instruction form.

Whether or not you expect to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Please promptly vote your shares by submitting your proxy by telephone or Internet or by completing, signing, dating, and returning your BLUE proxy card or BLUE voting instruction form. If you have any questions about the Annual Meeting or how to vote your shares, please call the firm assisting the Company in the solicitation of proxies, Innisfree M&A Incorporated, at (877) 750-5838 (toll free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries).

We thank you for your continued investment in Brookdale.

Very truly yours,

Denise W. Warren

Interim Chief Executive Officer and Chairman of the Board of Directors

Brookdale Senior Living Inc.

Notice of 2025 Annual Meeting of Stockholders

May 14, 2025

The 2025 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the "Annual Meeting" or the "2025 Annual Meeting") of Brookdale Senior Living Inc. ("Brookdale" or the "Company") will be held on Friday, July 11, 2025 at 8:30 a.m. Central time at the offices of Bass, Berry & Sims PLC at 21 Platform Way South, Suite 3500, Nashville, TN for the purpose of voting on the following proposals:

To elect eight directors to the Company's Board of Directors (the "Board of Directors" or the "Board"), each to serve for a one-year term expiring at the 2026 annual meeting of stockholders (the "2026 Annual Meeting");

To approve, on an advisory basis, the Company's named executive officer compensation;

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025; and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The close of business on May 12, 2025 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. We are making this Notice of 2025 Annual Meeting and proxy statement first available on or about May 14, 2025.

Please note that Pangaea Ventures, L.P., which is managed by Ortelius Advisors, L.P. (collectively, "Ortelius"), has provided notice of its intention to nominate a control slate of six candidates (each an "Ortelius Nominee") to stand for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board. Pursuant to the U.S. Securities and Exchange Commission (the "SEC") rules, Brookdale is required to include the Ortelius Nominees on our BLUE proxy card and BLUE voting instruction form; however, our Board urges you not to vote for any of the Ortelius Nominees and instead use the BLUE proxy card or BLUE voting instruction form to vote "FOR" each of the Brookdale director nominees recommended by your Board (Denise W. Warren, Jordan R. Asher, Claudia

N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, and Lee S. Wielansky (collectively, the "Company Nominees")). Additionally, you may receive solicitation materials from Ortelius, including a proxy statement and a white proxy card or a white voting instruction form, which we urge you not to use. Brookdale is not responsible for the accuracy or completeness of any information provided by or relating to Ortelius or the Ortelius Nominees contained in solicitation materials filed or disseminated by or on behalf of Ortelius or any other statements Ortelius may make.

The Board does NOT endorse any of the Ortelius Nominees and unanimously recommends that you use the BLUE proxy card or BLUE voting instruction form to vote "FOR" ONLY each of the eight Company Nominees proposed by your Board of Directors and as the Board recommends on all other proposals. The Board strongly urges you to discard and NOT to vote using the white proxy card or white voting instruction form sent to you by Ortelius. If you have already submitted a white proxy card, you can revoke such proxy and vote for the Board's nominees and on the other matters to be voted on at the Annual Meeting by following the instructions on the enclosed BLUE proxy card or BLUE voting instruction form to vote by phone or internet, or by signing, dating and returning the enclosed BLUE proxy card or BLUE voting instruction form in the postage-paid envelope provided. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

Your vote is important. Even if you currently plan to attend the Annual Meeting, please ensure your shares are represented by promptly using the BLUE proxy card or BLUE voting instruction form to vote TODAY.

Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into and does not form a part of this proxy statement.

By Order of the Board of Directors

Chad C. White

Executive Vice President, General Counsel and Secretary

YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

Whether or not you expect to attend the Annual Meeting, please promptly use

your BLUE proxy card or BLUE voting instruction form to vote by phone, internet or mail.

If you have any questions or require any

assistance with voting your shares, please call Brookdale's proxy solicitor:

Innisfree M&A Incorporated 501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call:

(877) 750-5838 (toll-free from the U.S. and Canada) or

+1(412) 232-3651 (from other countries)

Banks and Brokers may call collect: (212) 750-5833

Table of Contents

Brookdale Senior Living Inc.

2025 Proxy Statement

Proxy Statement Summary

General Information about the Annual Meeting

Proposal 1: Election of Directors

Board Composition

Annual Evaluation of Board Composition

Identifying Director Candidates

Evaluating Director Candidates

Director Orientation and Continuing Education

Plurality Voting for Contested Director Elections

Director Nominees

Background of the Solicitation

Corporate Governance

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Director Independence

Board Leadership Structure

Risk Oversight

Social and Environmental Responsibility

Meetings of the Board

Stockholder Engagement and Communications from Stockholders

Insider Trading Policy

Committees of the Board

Director Compensation

Non-Employee Director Compensation Program

Compensation of Non-Executive Chairman of the Board

Director Stock Ownership Guidelines

Director Compensation for 2024

Executive Officers

Current Executive Officers

CEO Transition

Executive Compensation

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table for 2024

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Stock Vested for 2024

Pension Benefits

Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

Impact on Our Outstanding Debt and Other Agreements Where a Majority of Current Board Members are Not Re-Elected

Compensation Committee Interlocks and Insider Participation

Pay Ratio

Pay Versus Performance Disclosure

Proposal 2: Advisory Approval of Named Executive Officer Compensation

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm for 2025

Proposed Independent Registered Public Accounting Firm

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees

Audit Committee Pre-Approval Policies and Procedures

Audit Committee Report

Certain Relationships and Related Transactions

Stock Ownership Information

Additional Information

Appendix A: Supplemental Information Regarding Participants in the Election

A-1

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this proxy statement and accompanying Chairman's letter constitute forward-

looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding the Company's expected financial and operational results and the creation of stockholder value. These forward-looking statements are based on certain assumptions and expectations, and the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company's operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, those risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this proxy statement. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this proxy statement to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

‌Proxy Statement Summary

Online

Scan

Phone

Mail

You may vote your shares Your BLUE proxy card or online. Please locate the BLUE voting instruction Control Number included form may also include a on your BLUE proxy card QR code for easy voting or BLUE voting instruction by smart phone.

form and access the website indicated.

Depending on how you hold your shares, you may be able to vote your shares by touch-tone phone. Please locate the Control Number included on your BLUE proxy card or BLUE voting instruction form and dial the number indicated.

You may sign, date, and return your BLUE proxy card or BLUE voting instruction form in the postage-paid envelope provided.

Proposals

Unanimous

Recommendation of the Page Reference Board (for more detail)

Information about the Annual Meeting

Whether or not you expect to attend the Annual Meeting, we strongly encourage you to vote as soon as possible to ensure your shares are represented and voted at the meeting. See page 8 for more details about attending the Annual Meeting.

Date and Time Location Record Date

Friday, July 11, 2025 8:30 a.m. Central Time

2025 Proposals

Bass, Berry & Sims PLC

21 Platform Way South, Suite 3500 Nashville, TN

May 12, 2025

The Board recommends that you vote as follows. If you properly submit your BLUE proxy and do not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of the Board.

Election of eight directors to the Board, each for a one-year term expiring at the 2026 Annual Meeting

Advisory approval of our named executive officer compensation

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025

✔ FOR 9

each Company nominee

✔ FOR 76

✔ FOR 77

How to Vote

YOUR VOTE IS IMPORTANT

Please submit your proxy vote as promptly as possible by using any of the following methods:

Proxy Statement Summary

Director Nominees

Our Board has nominated each of the following individuals for election at the 2025 Annual Meeting for a one-year term expiring at the 2026 annual meeting of stockholders (the "2026 Annual Meeting") and until such director's successor is duly elected and qualified, or until such director's death or retirement or until such director resigns or is removed: Denise W. Warren, Jordan R. Asher, Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, and Lee

S. Wielansky (collectively, the "Company Nominees"). As part of the Company's commitment to ongoing Board refreshment, as further described below, the Board appointed two new directors in April 2025: Mark Fioravanti and Joshua Hausman. Messrs. Fioravanti and Hausman each bring extensive industry knowledge and unique perspectives that the Board believes will contribute to the oversight of our business strategy supporting long-term stockholder value creation. For more information regarding Messrs. Fioravanti and Hausman, and the Board's and the Nominating and Corporate Governance (NCG) Committee's process for identifying and selecting these new directors, see "Proposal 1: Election of Directors" beginning on page 9 of this proxy statement. Biographical information on all of the Company Nominees and a description of their qualifications to serve as directors appears beginning on page 13 of this proxy statement. While the total authorized number of directors is currently fixed at nine, Mr. Bumstead has informed the Board that he will not stand re-election at the Annual Meeting. Accordingly, the number of directors of the Company will be fixed at eight as of the Annual Meeting.

Board Composition

During the past two years, the Nominating and Corporate Governance Committee has approached refreshment of the Board with a goal to ensure that the Board's composition reflects an appropriate balance of knowledge, experience, skills, and expertise in order to support our business strategy. The Committee has focused on identifying candidates with significant healthcare, finance, senior housing, hospitality, and real estate experience. The following information reflects information regarding the Company Nominees and gives effect to the expiration of Mr. Bumstead's term of office at the Annual Meeting.

Experience and Core Competencies

Asher

Drayton

Fioravanti

Freed

Hausman

Mace

Warren

Wielansky

Current or Former CEO Current or Former CFO Senior Housing

Healthcare (Operations & Strategy) Healthcare (Clinical)

Hospitality

Sales & Marketing Real Estate

Finance / Economics Mergers & Acquisitions Risk Management

Other Public Board Service

✔

Board Demographic Matrix

Total Number of Directors

Independent Directors

7 (88%)

Average Tenure

Approximately 3.8 years with two directors added in

2024 and two directors added this year

Average Age

Commitment to Governance Practices

Declassified Board such that all directors stand for election for annual terms Bylaws contain majority voting standard for uncontested director elections Bylaws contain proxy access procedures

Corporate Governance Guidelines limit service on other public company boards (no more than three for independent directors and no more than one for the CEO)

Annual evaluations of the Board and its committees

Meaningful director stock ownership guidelines (5x annual retainer)

Insider trading policy prohibits directors and executive officers from pledging or hedging Brookdale stock

No stockholder rights plan (poison pill) or similar plan

New director orientation program overseen by Nominating and Corporate Governance Committee

Regularly refreshed Board with two new directors added in 2024 and two new directors added this year and an average tenure of approximately 3.8 years as of the Annual Meeting, assuming the Company Nominees are all elected

‌General Information about the Annual Meeting

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of Brookdale Senior Living Inc. ("Brookdale" or the "Company") to be voted at the 2025 Annual Meeting of Stockholders to be held on Friday, July 11, 2025, and at any adjournment or postponement of the meeting (the "Annual Meeting" or the "2025 Annual Meeting").

Distribution of Proxy Materials

On or about May 14, 2025, we expect to mail our proxy materials, including the cover Letter to Stockholders, Notice of Annual Meeting, this proxy statement, and a universal BLUE proxy card, to all stockholders of record as of the record date. Our 2024 Annual Report, which is not proxy soliciting material, is also enclosed. Copies of these documents are also available on our website at brookdale.com/proxy.

Stockholders Entitled to Vote

Only stockholders of record at the close of business on May 12, 2025, the record date for the Annual Meeting, are entitled to receive notice of, attend, and vote at the Annual Meeting. As of the record date, there were outstanding and entitled to vote 234,347,862 shares of our common stock, excluding restricted shares and restricted stock units ("RSUs") for which the holders have no voting rights. Each share of our common stock entitles the holder to one vote. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices for the ten days before the Annual Meeting between 9:00 a.m. and 5:00 p.m. Central time and at the Annual Meeting for any purpose germane to the meeting.

Voting Choices and Recommendations of the Board

With respect to Proposal 1 (Election of Directors), you will have the choice to vote "FOR" or "WITHHOLD" with respect to each nominee. With respect to all other proposals, you will have the choice to vote "FOR," "AGAINST," or "ABSTAIN." The Board recommends that stockholders use the BLUE proxy card to vote:

"FOR" only the election of each of the eight Company Nominees, each for a one-year term expiring at the 2026 annual meeting of stockholders (the "2026 Annual Meeting");

"FOR" advisory approval of our named executive officer compensation; and

"FOR" ratification of the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for 2025.

Information About Ortelius

Pangaea Ventures, L.P., which is managed by Ortelius Advisors, L.P. (collectively, "Ortelius"), has provided notice of its intention to nominate a control slate of six candidates (each an "Ortelius Nominee") to stand for election as directors at the Annual Meeting in opposition to the Company's nominees recommended by the Board at the Annual Meeting. Ortelius is a stockholder that purported to beneficially own approximately 1% of the Company's outstanding stock as of May 12, 2025. The Board does NOT endorse any of the Ortelius Nominees and unanimously recommends that you vote "FOR" only the election of each of the eight Company Nominees proposed by the Board using the BLUE proxy card or BLUE voting instruction form.

Information About Ortelius

You may receive proxy solicitation materials, including a proxy statement and a white proxy card or a white voting instruction form, from Ortelius. Brookdale is not responsible for the accuracy or completeness of any information provided by or relating to Ortelius or the Ortelius Nominees contained in solicitation materials filed or disseminated by or on behalf of Ortelius or any other statements Ortelius may make. Voting to "WITHHOLD" with respect to any of the Ortelius Nominees on any white proxy card or white voting instruction form sent to you by Ortelius is not the same as voting for our director nominees, because a vote to "WITHHOLD" with respect to any of Ortelius' nominees on the white proxy card or white voting instruction form will revoke any BLUE proxy card or BLUE voting instruction form you may have previously submitted.

Even though the Company Nominees appear on Ortelius' white proxy card, we urge you to use the BLUE proxy card or BLUE voting instruction form to support our director nominees by voting "FOR" only the Company's eight director nominees as listed on the BLUE proxy card or BLUE voting instruction form. If you have already voted using a white proxy card or white voting instruction form sent to you by Ortelius, you may revoke it by: (i) marking, signing, dating, and returning the BLUE proxy card or BLUE voting instruction form; (ii) voting via the internet using the internet address on the BLUE proxy card or BLUE voting instruction form; (iii) as available, voting by telephone using the number on the BLUE proxy card; or (iv) voting in person by ballot at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein.

Stockholders of Record and Beneficial Holders

If your shares of common stock are owned directly in your name with our transfer agent, Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), you are considered a registered holder of those shares. If you are the beneficial owner of shares of common stock held by a broker or other custodian, you hold those shares in "street name" and are not a registered stockholder. If you hold your shares in "street name," your broker or other custodian will vote your shares as you direct. However, if you do not give specific voting instructions to your broker, generally your broker will have discretion to vote your shares on routine matters but will not have discretion to vote your shares on non-routine matters. When the broker exercises its discretion to vote on routine matters in the absence of voting instructions from you, a broker non-vote occurs with respect to the non-routine matters since the broker will not have discretion to vote on such non-routine matters. Because of the contested nature of the solicitation, without your voting instructions, to the extent your broker, bank or other nominee provides you with Ortelius' proxy materials, your broker, bank or other nominee may not vote your shares with respect to the below proposals or on any of the other proposals on the agenda for the Annual Meeting. If, however, Ortelius does not provide a white proxy card or a white voting instruction form to stockholders who hold their shares in street name, then Proposal 3 would be considered a routine matter and your broker, bank or other nominee would be able to vote upon the matter if you do not provide them with specific voting instructions, although it is possible that your broker, bank or other nominee may choose not to exercise such discretionary authority. We strongly encourage all street name holders to instruct your broker, bank or other nominee to vote your shares by using the enclosed BLUE voting instruction form to vote online, by telephone (as applicable), or by signing, dating and returning the BLUE voting instruction form in the postage-paid envelope provided.

Quorum Requirement

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of our common stock issued and outstanding on the record date will constitute a quorum for the transaction of business. We will count abstentions and broker non-votes for the purpose of determining the presence of a quorum. If a quorum is not present, the Annual Meeting may be adjourned by the chairman of the meeting or by the vote of a majority of the shares represented at the Annual Meeting until a quorum has been obtained.

General Information about the Annual Meeting

Voting Instructions and Information

Voting Instructions

You may vote by proxy or in person at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented and voted at the Annual Meeting. If you hold your shares as a record holder, you may vote your shares by proxy via the phone or the Internet by following the instructions provided on your BLUE proxy card or by signing, dating, and returning your BLUE proxy card in the postage-paid envelope provided. If you hold your shares through your broker or other custodian, please follow the instructions you received from the holder of record to vote your shares.

Revoking or Changing Your Vote

Stockholders of record may revoke their proxy or change their vote at any time prior to exercise of the proxy at the Annual Meeting by:

Delivering a written notice of revocation to our Secretary at 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027;

Submitting another properly completed BLUE proxy card with a later date;

Submitting another timely proxy via the phone or the Internet; or

Attending the Annual Meeting and voting in person.

Stockholders holding shares beneficially in street name should contact their broker or other custodian for instructions on how to revoke or change their voting instructions. For all methods of voting, the last vote properly cast will supersede all previous votes. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote in person at the Annual Meeting.

Voting of Proxies

If you properly submit your signed BLUE proxy card or BLUE voting instruction form, or complete your proxy by telephone or the Internet, your shares will be voted as you direct or will be voted as specified in the Board recommendations shown above if you do not direct a particular vote. With respect to director elections, should any nominee be unable to serve, the persons designated as proxies reserve full discretion to vote for another person. The Board currently has no reason to believe that any nominee will be unable to serve if elected.

The Board does not intend to bring any other business before the Annual Meeting, and it does not know of any other matters that may come before the Annual Meeting. However, if any other matters are properly presented at the meeting, proxies will be voted in accordance with the judgment of the persons designated as proxies.

If you have any questions or need assistance voting, please call Innisfree, the Company's proxy solicitor, at 1 (877) 750-5838 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries).

Voting Instructions and Information

Receipt of Multiple Proxy Cards

The SEC has adopted rules requiring the use of a universal proxy card in contested director elections, whereby all nominees for election will appear on each side's proxy card. Although Brookdale is required to include all nominees for election on its universal BLUE proxy card, Brookdale does not endorse any of the Ortelius Nominees and unanimously recommends stockholders vote "FOR" ONLY each of the eight Company Nominees using the BLUE proxy card or BLUE voting instruction form.

If Ortelius proceeds with its nominations and pursuit of control of the Board, you may also receive proxy solicitation materials from Ortelius, including an opposition proxy statement and a white proxy card that may be sent to you by Ortelius. The Board unanimously recommends that you disregard and do NOT return any white proxy card you receive from Ortelius.

Voting to "WITHHOLD" with respect to the Ortelius Nominees on Ortelius' white proxy card is NOT the same as voting for the Board nominees because a vote to "WITHHOLD" with respect to the Ortelius Nominees on its proxy cards will revoke any proxy you previously submitted.

If you have already voted using Ortelius' white proxy card, you have the right to change your vote and revoke your prior proxy by signing and dating the enclosed BLUE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by phone by following the instructions provided on the enclosed BLUE proxy card or BLUE voting instruction form. Even if you would like to elect some or all of the Ortelius Nominees, we strongly recommend you use the Company's BLUE proxy card or BLUE voting instruction form to do so. Only the latest dated vote you submit will be counted.

Stockholders are encouraged to submit their votes on the BLUE proxy card or BLUE voting instruction form. If Ortelius withdraws or abandons its solicitation or fails to comply with the universal proxy rules after a stockholder has already granted proxy authority, stockholders can still sign and date a later submitted BLUE proxy card.

If Ortelius withdraws or abandons its solicitation or fails to comply with the universal proxy rules, any votes cast in favor of Ortelius' director nominees will be disregarded and not be counted, whether such vote is provided on the Company's BLUE proxy card or Ortelius' white proxy card.

Additionally, many of our stockholders hold their shares in more than one account and may receive separate proxy cards or voting instruction forms for each of those accounts. If you receive more than one BLUE proxy card or BLUE voting instruction form, your shares may be registered in more than one name or are registered in different accounts. Please sign, date and return or otherwise submit your proxy with respect to each BLUE proxy card or BLUE voting instruction form you receive to ensure that all of your shares are voted.

Voting on Proposal 1: Election of Directors

If you properly sign and return your BLUE proxy card or BLUE voting instruction form, but do not mark a vote with respect to any nominees, your shares will be voted "FOR" only each of the Company nominees. If you properly sign and return your BLUE proxy card or BLUE voting instruction form, and mark a vote "FOR" with respect to fewer than eight nominees, your shares will only be voted as marked.

If you properly sign and return your BLUE proxy card or BLUE voting instruction form, and mark a vote "FOR" with respect to more than eight nominees, your vote on Proposal 1 regarding nominees will be deemed invalid and will not be counted with respect to Proposal 1. In this case, your vote on other matters included on the proxy card can be counted, including for purposes of determining a quorum.

General Information about the Annual Meeting

Vote Required to Approve Proposals

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and broker non-votes.

Proposal

Vote required for approval

Effect of Abstentions / Withhold Votes

Effect of Broker Non-Votes

Election of directors

Advisory vote to approve named executive officer compensation (say-on-pay)

Ratification of appointment of independent registered public accounting firm for 2025

Plurality of votes cast with respect to each director

No effect

Majority of shares present and entitled to vote on the matter

Against

No effect

Majority of shares present and entitled to vote on the matter

Against

No effect

Independent Inspector of Elections

Our independent inspector of elections, First Coast Results, Inc., will tabulate the votes cast by each proxy and in person at the Annual Meeting.

Attending the Annual Meeting

Only stockholders as of the record date, or their duly appointed proxies, and invited guests of the Company may attend the Annual Meeting. Admission to the Annual Meeting will begin at approximately 8:00 a.m. Central time. In order to be admitted, you should:

bring current, government-issued photo identification, such as a driver's license, and proof of ownership of common stock on the record date. If you are a holder of record, your identity will be checked against a list of registered holders at the Annual Meeting. If you hold your shares in street name, a recent brokerage statement or a letter from your bank, broker, trustee, or other nominee are examples of proof of ownership. If you want to vote your shares held in street name in person, you must present a legal proxy in your name from the broker, bank, trustee, or other nominee that holds your shares of common stock;

leave your camera and smartphones at home because cameras, transmission, broadcasting, and other recording devices will not be permitted in the meeting room;

be prepared to comply with security requirements, which may include, among other security measures, security guards searching all bags and attendees passing through a metal detector; and

arrive shortly after 8:00 a.m. Central time to ensure that you are seated by the start of the Annual Meeting.

Any holder of a proxy from a stockholder must present a properly executed legal proxy and a copy of the proof of ownership. If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, you will not be admitted to the Annual Meeting.

‌Proposal 1: Election of Directors

Our Board is currently comprised of nine directors and the total authorized number of directors is currently fixed at nine. However, Mr. Bumstead informed the Board that he will not stand for re-election at the Annual Meeting.

Accordingly, the number of directors of the Company will be fixed at eight as of the Annual Meeting.

Our Board has nominated each of the following Company Nominees for election at the 2025 Annual Meeting for a one-year term expiring at the 2026 Annual Meeting and until such director's successor is duly elected and qualified, or until such director's death or retirement or until such director resigns or is removed: Denise W. Warren, Jordan R. Asher, Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, and Lee S. Wielansky. Biographical information on the Company Nominees and a description of their qualifications to serve as directors appears beginning on page 13. Each of the Company Nominees has consented to be named in this proxy statement and has agreed to serve if elected. If a Company Nominee is unavailable for election at the time of the Annual Meeting, the Company representatives named on the BLUE proxy card will vote for another nominee substituted by the Board in place of the unavailable nominee or, as an alternative, the Board may reduce the number of directors on the Board. At this time, the Board knows of no reason why any of the Company Nominees would not be able to serve as a director if elected.

As described above, Ortelius has notified Brookdale of its intention to nominate a control slate of six candidates to stand for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board. As a result, assuming such nominees are in fact nominated for election at the Annual Meeting and all such nominations have not been withdrawn by Ortelius, the number of director nominees will exceed the number of directors to be elected and, as provided under our Bylaws, directors will be elected by a plurality of the votes cast. This means that the eight director nominees receiving the greatest number of votes cast "FOR" their election will be elected. Shares that are not voted in the election of directors, including withheld votes, abstentions and broker non-votes, have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum.

Our Board does NOT endorse any of the Ortelius Nominees, and unanimously recommends that you simply DISREGARD any materials, including any white proxy card or a white voting instruction form, that may be sent to you by Ortelius and only vote using the enclosed BLUE proxy card or BLUE voting instruction form to vote "FOR" ONLY each of the eight Company Nominees. The Board strongly urges you to discard and NOT to vote using any white proxy card or white voting instruction form that may be sent to you by Ortelius. If you have already voted using a white proxy card or a white voting instruction form sent to you by Ortelius, you have every right to change your vote and we strongly urge you to revoke that proxy by using the BLUE proxy card or BLUE voting instruction form to vote in favor of ONLY each of the eight nominees recommended by the Board - by internet, by phone, or by signing, dating and returning the enclosed BLUE proxy card or BLUE voting instruction form in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, at 1 (877) 750-5838 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries).

You may receive solicitation materials from Ortelius, including a proxy statement and white proxy cards or white voting instruction forms. Information about the Ortelius nominees may be found in Ortelius' proxy statement, available without cost at the SEC's website (https://www.sec.gov). Brookdale is not responsible for the accuracy or completeness of any information provided by or relating to Ortelius or its nominees contained in the solicitation material filed or disseminated by or on behalf of Ortelius or any other statements Ortelius may make. Stockholders will be able to obtain, free of charge, copies of all proxy statements, including Ortelius' proxy statement and any amendments or supplements thereto and any other documents (including the BLUE proxy card) when filed by the applicable party with the SEC in connection with the Annual Meeting at the SEC's website (https://www.sec.gov).

✔

‌Proposal 1: Election of Directors

Board Composition

The process for evaluating our Board composition and identifying and evaluating director candidates is outlined below. Through this process, the Nominating and Corporate Governance Committee has approached refreshment of the Board by focusing on its collective skills and experience with new directors who have decades of finance, operations, sales and marketing, analytical, and clinical experience in the senior housing, hospitality, and healthcare industries. Following the Annual Meeting and assuming election of the Company Nominees, the average tenure of the Board will be equal to approximately 3.8 years.

As part of the Company's commitment to ongoing Board refreshment, as further described below, the Board appointed two new directors in April 2025: Mr. Fioravanti and Mr. Hausman. Mr. Fioravanti was identified as a potential candidate for consideration by the Company's former President and Chief Executive Officer, and

Mr. Hausman was identified as a potential candidate for consideration by Ms. Warren. Each candidate was carefully evaluated and recommended by the full Board for election. Mr. Fioravanti and Mr. Hausman each bring extensive industry knowledge and unique perspectives that the Board believes will contribute to the oversight of our business strategy supporting long-term stockholder value creation. We did not employ a search firm or pay fees to any

third-parties in connection with seeking or evaluating Board nominee candidates.

Annual Evaluation of Board Composition

At least annually the Nominating and Corporate Governance Committee seeks input from each director regarding the composition of the Board. The Nominating and Corporate Governance Committee uses these results to assess with the Board whether the Board's composition reflects an appropriate balance of knowledge, experience, skills, expertise, and diversity in order to support our business strategy. From time to time, the Nominating and Corporate Governance Committee may also seek and receive input from certain stockholders regarding the skills, experience, and other characteristics that stockholders believe would be beneficial to our Board composition. The Nominating and Corporate Governance Committee also reviews the size of the Board and, if deemed appropriate, will recommend to the Board any changes to its size.

Identifying Director Candidates

The Nominating and Corporate Governance Committee may engage an independent search firm to conduct targeted searches to identify well-qualified candidates who meet the needs of the Board. When an independent search firm is used, the Nominating and Corporate Governance Committee retains the firm and approves payment of its fees.

Potential director candidates may also be identified by the Nominating and Corporate Governance Committee by asking current directors and executive officers to notify the committee if they become aware of candidates who possess skills, experience, or other characteristics needed for the Board.

The Nominating and Corporate Governance Committee also will consider candidates recommended by stockholders, and its process for evaluating stockholder-recommended candidates is no different than its process for evaluating candidates suggested by search firms, directors, or executive officers. To make a formal nomination of a director candidate, a stockholder must comply with either the proxy access or advance notice provisions of our Bylaws. Proxy access permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of our outstanding common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of two director nominees or 20% of the number of directors in office (rounded down to the nearest whole number), provided that the stockholders and nominees satisfy the requirements specified in our Bylaws. See "Stockholder Proposals for 2026 Annual Meeting" in this proxy statement for further information regarding the process for stockholders to formally nominate director candidates and the deadlines for making such nominations. Stockholders who wish to submit a nomination are encouraged to seek independent counsel about requirements under our Bylaws.

‌Board Composition

Evaluating Director Candidates

The Nominating and Corporate Governance Committee is responsible for evaluating director candidates and recommending nominees to the Board for Board membership. The Nominating and Corporate Governance Committee evaluates biographical and background information relating to director candidates and interviews candidates selected by the committee and by the Board in making its decisions whether to recommend director candidates to the Board. When evaluating director candidates, the Nominating and Corporate Governance Committee considers whether candidates have demonstrated, by significant accomplishment in their field, an ability to make a meaningful contribution to the Board's oversight of our business, and the candidates' reputation for honesty and ethical conduct in their personal and professional activities. The Nominating and Corporate Governance Committee also thoroughly examines a candidate's senior housing, real estate, finance, operations, sales, marketing, healthcare, and other relevant experience, understanding of our business, educational and professional background, and other characteristics. In order to ensure that director candidates are able to commit the substantial time required to fulfill their Board responsibilities, the Nominating and Corporate Governance Committee also considers the number of public company boards and other boards on which the candidate is a member. Our Corporate Governance Guidelines limit the number of outside public company boards on which a director may serve (three for independent directors and one for the CEO). In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director's tenure, past attendance at meetings, participation in and contributions to the activities of the Board, and where applicable, participation in continuing education programs. Currently, the Nominating and Corporate Governance Committee considers directors' tenure and age as part of its overall evaluation process; however, the Board does not believe that a mandatory retirement age is appropriate. The Board is currently considering certain governance enhancements related to director tenure. The Nominating and Corporate Governance Committee evaluates each candidate, including existing directors, in the context of the Board as a whole, with the objective of recommending director nominees who can best support our business strategy and represent stockholder interests through the exercise of sound judgment.

Director Orientation and Continuing Education

The Nominating and Corporate Governance Committee oversees our director orientation and continuing education programs. As part of the director orientation program, new directors engage in introductory meetings with our business and functional leaders regarding our strategic plans, financial statements, and key issues, policies and practices. Chairs of the Board's committees coordinate orientation for new committee members with assistance from senior management. Our senior management also meets regularly with our directors regarding specific functional topics of importance. The Nominating and Corporate Governance Committee periodically highlights for directors available continuing education programs hosted by third parties on a variety of relevant topics, including corporate governance, risk management, compliance, and executive compensation. During 2024, all of our directors participated in director continuing education programs.

‌Proposal 1: Election of Directors

Plurality Voting for Contested Director Elections

Given that Ortelius has notified the Company that it intends to nominate a control slate of six candidates to stand for election in opposition to the Company Nominees and seek control of the Board, the election of directors at this year's Annual Meeting is a "contested" election as defined in the Company's Bylaws. Accordingly, because there are more nominees than seats up for election, election of a director nominee pursuant to Proposal 1 will require a plurality of the votes cast with respect to that director nominee's election, meaning that the eight director nominees with the highest number of votes cast in person or by proxy at the Annual Meeting for their election will be elected to the Board for a one-year term. Broker non-votes and abstentions or withheld shares will have no effect on the outcome of the election of directors.

‌Director Nominees

Director Nominees

Biographical information for the eight current directors nominated for election at the 2025 Annual Meeting is set forth below.

Denise W. Warren

Chairman & Interim Chief Executive Officer

Jordan R. Asher, MD

Independent Director

Director Since:

October 2018

Age: 63

Public Company Directorships:

TruBridge, Inc. (f/k/a Computer Programs and Systems, Inc.) (2017 - 2024)

Director Since:

February 2020

Age: 60

Brookdale Board Committees:

Compensation

Nominating and Corporate Governance

Ms. Warren brings more than 30 years of operational, financial and healthcare experience. Ms. Warren has served as Brookdale's Interim Chief Executive Officer, Chairman and a member of the Office of CEO since April 2025; after having served as the non-executive chairman since June 2024. In addition, she served as Executive Vice President and Chief Operating Officer of WakeMed Health & Hospitals from October 2015 through December 2020, where she was responsible for the strategic, financial, and operational performance of the organization's network of facilities in the North Carolina Research Triangle area. Prior to that, from 2005 to September 2015, Ms. Warren served as Chief Financial Officer of Capella Healthcare, Inc., an owner and operator of general acute-care hospitals, as well as its Executive Vice President since January 2014, and as its Senior Vice President prior to that. Before joining Capella, she served as Senior Vice President and Chief Financial Officer of Gaylord Entertainment Company from 2000 to 2001, as Senior Equity Analyst and Research Director for Avondale Partners LLC and as Senior Equity Analyst for Merrill Lynch & Co. Until November 2024 she served on the Board of Directors of TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.), where she served as Chair of the Audit Committee and the Compensation Committee. She currently serves on the Board of Directors of Newport Healthcare, Straive, and Virtusa, Inc.

Ms. Warren is National Association of Corporate Directors

(NACD) Directorship CertifiedTM and received a Corporate Directors Certificate from Harvard Business School.

Ms. Warren earned a B.S. degree in Economics from Southern Methodist University and an M.B.A. from Harvard University.

The Board's decision to nominate Ms. Warren to serve as a director was based on Ms. Warren's extensive executive, financial, and operational experience in the healthcare and other industries.

Dr. Asher brings more than 20 years of expertise and a history of success in large matrixed, mission-based, national healthcare systems. From 2023 to May 2025, he served as Executive Vice President and Chief Clinical Officer of Sentara Healthcare, a large integrated delivery health system including a clinically integrated network and insurance company serving Virginia and North Carolina, where he had a wide range of responsibilities, including creating high quality, equitable, and innovative models of care delivery as well as providing national thought leadership directed towards the future of health care. From 2018 to 2023, he served as the Chief Physician Executive and Senior Vice President of Sentara. Prior to Sentara, Dr. Asher served in several executive roles with Ascension since 2006, including Chief Clinical Officer of its Ascension Care Management subsidiary from 2016 to 2018 with responsibility for network development and population and risk management, Chief Clinical Officer and Chief Innovation Officer of Ascension's MissionPoint Health Partners subsidiary from 2015 to 2016, and Chief Medical Officer and Chief Integration Officer of MissionPoint Health Partners from 2011 to 2015.

Dr. Asher earned a B.S. in Biology from Emory

University, an M.D. from Vanderbilt University School of Medicine, and an M.S. in Medical Management from the University of Texas at Dallas and Southwestern Medical Center.

The Board's decision to nominate Dr. Asher to serve as a director was based on Dr. Asher's deep experience in the evolving healthcare landscape, including a combination of clinical training and executive leadership experience, particularly in light of the healthcare industry's transition to more integrated, value-based delivery and payment models.

Proposal 1: Election of Directors

Claudia N. Drayton

Independent Director

Mark Fioravanti

Independent Director

Director Since:

June 2024

Brookdale Board Committees:

Audit (Chair)

Investment

Age: 57

Public Company Directorships:

3D Systems Inc. (2021 - current)

Director Since:

April 2025

Age: 63

Public Company Directorships:

Ryman Hospitality Properties, Inc. (f/k/a Gaylord Entertainment Company) (2022 - current)

Ms. Drayton brings more than 20 years of operational and financial experience in healthcare and biotech companies. Currently, she serves on the board of 3D Systems Inc. (NYSE: DDD) where she is the Chair of the Audit Committee and a member of the Compensation Committee. Most recently, she served as the Chief Financial Officer of Quantum-Si Incorporated, a publicly-traded life-sciences company focused on protein sequencing and genomics for the healthcare industry.

She held this role from April 2021 until June 2023, and during her tenure she oversaw the company's successful transition to a publicly traded company. Prior to that

Ms. Drayton served as the Chief Financial Officer of Nuwellis, Inc., a publicly-traded medical device company focusing on commercializing ultrafiltration technology for patients with heart failure. Before joining Nuwellis, she spent 15 years at Medtronic, a global leader in medical devices, where she held leadership positions of increasing responsibility in the finance organization.

These included Chief Financial Officer for both the Peripheral Vascular and the Integrated Health Solutions business units. Ms. Drayton is NACD Directorship CertifiedTM. She began her career at Arthur Andersen LLP where she was an audit manager. Ms. Drayton received a B.B.A in Accounting from the University of Mary Hardin-Baylor and an M.B.A. from the University of Minnesota's Carlson School of Management.

The Board's decision to nominate Ms. Drayton to serve as a director was based on Ms. Drayton's extensive financial background and experience in the healthcare and other industries, along with her public company board experience.

Mr. Fioravanti has more than 25 years' experience in hospitality and real estate and is a 23-year veteran of Ryman Hospitality Properties, Inc. (formerly Gaylord Entertainment) (RHP). Mr. Fioravanti is currently President, Chief Executive Officer, and a member of the Board of Directors of RHP. In his role, Mr. Fioravanti is responsible for all facets of the company, including its portfolio of destination convention resorts and its owned and operated entertainment division, Opry Entertainment Group (OEG). Mr. Fioravanti was appointed CEO on January 1, 2023, after serving as President and Chief Financial Officer since 2015. Prior to 2015, he served in various senior positions for RHP, including Executive Vice President and Chief Financial Officer, Senior Vice President of Finance and Treasurer, Division President of ResortQuest International, and Senior Vice President of Sales and Marketing. He serves on the board of the Nashville Area Chamber of Commerce, Nashville Convention and Visitors Corp., NAREIT's Advisory Board of Governors, and the Tennessee Business Leadership Council. Mr. Fioravanti holds an M.B.A. from the University of Tennessee and a

B.S. in Landscape Architecture from The Ohio State University.

The Board's decision to nominate Mr. Fioravanti to serve as a director was based on Mr. Fioravanti's extensive executive-level leadership and experience in the hospitality industry, as well as his real estate and sales and marketing experience.

Director Nominees

Victoria L. Freed

Independent Director

Joshua Hausman

Independent Director

Director Since:

October 2019

Age: 68

Brookdale Board Committees:

Compensation

Nominating and Corporate Governance (Chair)

Director Since:

April 2025

Age: 49

Public Company Directorships:

Genesis Healthcare, Inc. (2015 - 2016)

Public Company Directorships:

ILG, Inc. (f/k/a Interval Leisure Group, Inc.) (2012 - 2018)

Ms. Freed brings more than 25 years of executive leadership in the areas of sales, customer service, and marketing, and has earned numerous awards for outstanding achievement in sales and marketing during her career. Ms. Freed is Senior Vice President of Sales, Trade Support and Service for Royal Caribbean International, having served in that role since 2008, where she oversees the largest sales team in the cruise line industry and also manages the company's consumer outreach, reservations, group sales, and customer service functions. Prior to her service with Royal Caribbean, Ms. Freed worked for 29 years with Carnival Cruise Lines, where she served as Senior Vice President of Sales and Marketing during the last 15 years of her tenure. She is a trustee of the United Way of Miami-Dade County and serves as a member of the board of Jewish Adoption and Foster Care Options (JAFCO). Ms. Freed earned a bachelor's degree in business with an emphasis in marketing from the University of Colorado.

The Board's decision to nominate Ms. Freed to serve as a director was based on Ms. Freed's decades of executive leadership in sales, customer service, and marketing in the hospitality industry.

Mr. Hausman has more than 20 years of private market investment experience focused on the healthcare industry, including in facilities-based and senior care services companies that provide personal care, medical, and behavioral health services to vulnerable populations. Mr. Hausman spent two decades with Onex Corporation, from 2004 to February 2025, and served as Managing Director for Onex Partners, the upper-middle market private equity platform of Onex Corporation, from 2013 until his departure. He led Onex Partners' North American healthcare investment activities, including advising portfolio company management teams and evaluating growth and operating efficiency opportunities. Prior to Onex Corporation, Mr. Hausman was an Associate in the Healthcare Investment Banking group at Banc of America Securities, where he provided capital raising and advisory services to healthcare companies. Since April 2025, Mr. Hausman has been Managing Partner at MHJ Capital Partners. Currently, he serves on the Board of Directors of Newport Healthcare and SCP Health. He has previously held board positions at privately owned and publicly traded healthcare services companies, including BrightSpring Health Services, Genesis HealthCare, Inc., and the Center for Diagnostic Imaging. He holds an A.B. in Economics (cum laude) from Harvard College.

The Board's decision to nominate Mr. Hausman to serve as a director was based on Mr. Hausman's deep experience in private market investments focused on the healthcare industry, including his involvement with facilities-based, senior care, and behavioral health companies, and his experience in investing, capital markets, and corporate finance.

Proposal 1: Election of Directors

Elizabeth B. Mace

Independent Director

Lee S. Wielansky

Independent Director

Director Since:

June 2024

Age: 68

Brookdale Board Committees:

Director Since:

April 2015

Brookdale Board Committees:

Audit

Investment (Chair)

Age: 73

Public Company Directorships:

Acadia Realty Trust (2000 - current)

Isle of Capri Casinos, Inc. (2007 - 2017)

Pulaski Financial Corp. (2005 - 2016)

Audit

Investment

Ms. Mace has more than 30 years of experience in research, economics, and market analysis. Most recently, she served as the Chief Economist and Director of Research and Analytics at the National Investment Center for Seniors Housing & Care (NIC) from 2014 to June 2023. Prior to serving on NIC's leadership team, she served on the NIC Board of Directors and chaired its Research Committee. She has also previously served as a director at AEW Capital Management and worked in the AEW Research Group for 17 years. Before AEW, she also spent 10 years at Standard & Poor's DRI/McGraw-Hill as director of its Regional Information Service. Ms. Mace also worked as a regional economist at Crocker Bank, and for the National Commission on Air Quality, the Brookings Institute, and Boston Edison. She is formerly a member of the Institutional Real Estate Americas Editorial Board. In 2020, Ms. Mace was inducted into the McKnight's Women of Distinction Hall of Honor. In 2014, she was appointed a fellow at the Homer Hoyt Institute and was awarded the title of a "Woman of Influence" in commercial real estate by Real Estate Forum Magazine and Globe Street. In addition, in 2025, she was inducted into the Senior Living Hall of Fame by the American Seniors Housing Association. Ms. Mace is NACD Directorship CertifiedTM. She received a bachelor's degree from the Mount Holyoke College and a Master's of Science in Applied Economics from the University of California. She also earned a Certified Business Economist™ designation from the National Association of Business Economists.

The Board's decision to nominate Ms. Mace to serve as a director was based on Ms. Mace's economic, research, analysis, and real estate investment experience, as well as her knowledge of the senior housing industry through her service with NIC.

Mr. Wielansky has more than 40 years of commercial real estate investment, management, and development experience. He currently serves as Chairman and CEO of Opportunistic Equities, which specializes in low income housing. He has also served as Chairman and CEO of Midland Development Group, Inc., which he

re-started in 2003 and focused on the development of retail properties in the mid-west and southeast. Prior to Midland, he served as President and CEO of JDN Development Company, Inc. and as a director of JDN Realty Corporation. Before joining JDN, he served as Managing Director - Investments of Regency Centers Corporation, which in 1998 acquired Midland Development Group, a retail properties development company co-founded by Mr. Wielansky in 1983.

Mr. Wielansky served as the Company's Non-Executive Chairman of the Board from February 2018 through December 2019. He also serves as Lead Trustee of Acadia Realty Trust and served as a director of Isle of Capri Casinos, Inc. from 2007 to 2017 and Pulaski Financial Corp. from 2005 to 2016. He also serves as a member of the Board of Clayco Construction Company. Mr. Wielansky received a bachelor's degree in Business Administration, with a major in Real Estate and Finance, from the University of Missouri - Columbia, where he is currently a member of the Strategic Development Board of the College of Business. He also serves on the Board of Directors of The Foundation for Barnes-Jewish Hospital and on the Finance Committee of both The Foundation and the Barnes-Jewish Hospital.

The Board's decision to nominate Mr. Wielansky to serve as a director was based on Mr. Wielansky's real estate investment, management, and development experience, as well as his service as a director of several public companies.

‌Background of the Solicitation

Background of the Solicitation

The summary below details the material events and communications between the Company, Ortelius, and certain other stockholders leading up to this solicitation.

On March 5, 2025, Ortelius delivered notice to the Company's headquarters of its intention to nominate six individuals, Steven J. Insoft, Paula J. Poskon, Frank J. Small, Ivona Smith, Steven L. Vick, and Lori B. Wittman (collectively, the "Ortelius Nominees"), to stand for election to the Board at the 2025 Annual Meeting. Ortelius also issued a press release announcing its director nominations and including an open letter to the Company's stockholders outlining Ortelius' views on the Company's historical performance and including a statement from Ortelius that incremental change - such as the replacement of two directors - would be insufficient (the "March 5 Press Release"). Notably, Ortelius did not express any intention to engage with the Company's management or Board. Rather, Ortelius ended the letter by stating they "look forward to earning [stockholder] support in the weeks and months to come."

Later on March 5, 2025, the Company issued a press release confirming receipt of Ortelius' director nominations. The Company also noted that it would review the proposed Ortelius Nominees in accordance with the Company's normal process and guidelines. Notably, no member of the Board or management in office as of this date, had heard from Ortelius in approximately two years prior to reading Ortelius' public letter or receiving Ortelius' notice of nomination.

On March 7, 2025, Jessica Hazel, Vice President - Investor Relations for the Company, contacted Peter DeSorcy of Ortelius by email to request a meeting between Mr. DeSorcy, Lucinda M. Baier, the Company's then current President and Chief Executive Officer, and Dawn L. Kussow, the Company's Executive Vice President and Chief Financial Officer, and Ms. Hazel. She provided availability for times on March 12 or 13, 2025.

Later on March 7, 2025, Mr. DeSorcy responded to Ms. Hazel that he was not available until the week of March 17, 2025, and he requested that independent directors from the Board of the Company join the call. Ms. Hazel confirmed she would follow-up with the Company's availability.

On March 10, 2025, Ms. Hazel provided multiple times between March 17 and March 20 that representatives from the Company, including Ms. Warren, the Company's then current Non-Executive Chairman, and Mr. Wielansky, an independent director of the Board, would be available for a meeting.

On March 10, 2025, Mr. DeSorcy responded to Ms. Hazel that Ortelius was not available to meet with the Company until March 20, 2025.

On March 20, 2025, the window for stockholders to nominate directors in connection with the 2025 Annual Meeting under the Company's Bylaws closed.

On March 20, 2025, Mses. Warren, Baier, Kussow, and Hazel, and Mr. Wielansky met with Mr. DeSorcy of Ortelius by videoconference to discuss Ortelius' director nominations and its views with respect to the Company. The meeting lasted just 25 minutes. Mr. DeSorcy did not come prepared with any questions for the Company's representatives present at the meeting. When the Company's representatives asked Mr. DeSorcy questions regarding his strategy and views on the Company, Mr. DeSorcy repeatedly referred them to the March 5 Press Release. When asked whether the Company's representatives could help Mr. DeSorcy better understand the Company's strategy or public disclosures, Mr. DeSorcy declined the offer. The Company's representatives then asked Mr. DeSorcy if there was a path to avoiding a proxy contest. Mr. DeSorcy remarked that he was not interested in any settlement to avoid a proxy contest that added just one or two directors from his slate of nominees to the Board and was seeking substantial Board change. Mr. DeSorcy indicated that, as of the time of the meeting, he had not recently spoken with other stockholders of the Company, but nonetheless felt that stockholders were frustrated with the Company's performance and wanted substantial Board change. Before concluding the meeting, Ms. Warren noted that the Board and the Nominating and Corporate Governance Committee would like to interview the Ortelius Nominees as part of its normal review process for director candidates. Mr. DeSorcy indicated that the Company's legal advisor should contact Olshan Frome Wolosky LLP ("Olshan"), Ortelius' legal advisor, regarding the Company's request to interview the Ortelius Nominees.

Later on March 20, 2025, representatives of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), the Company's legal advisor, contacted representatives of Olshan for a call. During this call, Skadden expressed the Board's desire to interview all of the Ortelius Nominees and requested help from Olshan to schedule those interviews.

2025 PROXY STATEMENT 17

Proposal 1: Election of Directors

Olshan responded that interviews were premature unless Ortelius received assurances that the Board was prepared for substantial Board and strategic change. Skadden asked Olshan to provide more clarity on what Ortelius would be seeking from the Company relating to strategic change and whether Ortelius was open to a settlement that did not involve the replacement of a majority of the Board. Olshan indicated it would discuss these requests with Ortelius.

On March 21, 2025, Skadden emailed Olshan to see if Ortelius had anything more to share with the Company per their conversation the day before. Olshan responded that Ortelius did not have any further information to share.

On March 22, 2025, the Company mailed letters to each of the Ortelius Nominees requesting an interview to be scheduled with the Ortelius Nominee and attaching a copy of the Company's standard director questionnaire to be completed by the Ortelius Nominee. In addition, Ms. Baier drafted and mailed handwritten notes to each of the Ortelius Nominees offering to schedule a call with them so they could better understand the Company and the work that the Company's associates are doing to create value for stockholders. To date, none of the Ortelius Nominees has contacted the Company to schedule interviews, returned the director questionnaire, or responded to Ms. Baier's offer to learn more about the Company.

On April 1, 2025, Ortelius delivered to the Company and Skadden a demand to inspect certain stockholder list materials in order to communicate with stockholders (the "Ortelius Demand Letter").

On April 8, 2025, Skadden delivered a response letter to Olshan with respect to the Ortelius Demand Letter.

On April 9, 2025, Skadden sent to Olshan a non-disclosure agreement to protect the confidentiality of the materials to be provided under the Ortelius Demand Letter.

On April 9, 2025, Antipodes Partners Limited ("Antipodes"), a significant stockholder of the Company, published a letter to fellow stockholders and the Board calling on the Company to provide a strategic update and implement certain corporate governance initiatives, among other things. However, Antipodes stated its views that the Company's ability to capture future stockholder value would not require an overhaul of the Board.

On April 13, 2025, the Board and Ms. Baier mutually agreed that Ms. Baier's role serving as the Company's President and Chief Executive Officer and as a member of the Board would cease, effective as of April 13, 2025, and the Company and Ms. Baier entered into a separation agreement to that effect. In connection with Ms. Baier's departure, on April 13, 2025, the Board appointed Ms. Warren as Interim Chief Executive Officer, to serve until the appointment of a new Chief Executive Officer of the Company, and established an Office of the Chief Executive Officer (the "Office of the CEO") and delegated the powers and duties of the Chief Executive Officer of the Company to the Interim CEO and the Office of the CEO. The Board appointed Ms. Warren, Ms. Kussow, and Chad C. White, Executive Vice President, General Counsel and Secretary of the Company, to serve as members of the Office of the CEO. The Board also initiated a search for the Company's next Chief Executive Officer, led by a committee made up of the Chairman of the Board and three independent directors of the Board with the support of a nationally recognized executive search firm.

In addition, on April 13, 2025, the Board appointed Mr. Fioravanti to the Board to fill the vacancy created by

Ms. Baier's resignation. Mr. Bumstead, a member of the Board, also informed the Board that he would not stand for re-election at the Annual Meeting.

On April 14, 2025, the Company issued a press release announcing that effective April 13, 2025, the Board had effected the Chief Executive Officer transition described above, appointed Mr. Fioravanti as a new independent director and that Mr. Bumstead would not stand for re-election. In the press release, the Company also disclosed that the Board would review potential enhancements to corporate governance policies related to director tenure and evaluate revisions to the Company's performance-based long-term incentive awards program for executives. The Company also announced that, based on preliminary results, the Company's first quarter 2025 Adjusted EBITDA was expected to exceed both the Company's and analysts' consensus expectations, the Company expected to report positive Adjusted Free Cash Flow for the quarter, and the Company anticipated RevPAR would exceed its internal expectations (as each such term was defined therein).

Later on April 14, 2025, Deerfield Partners, L.P. ("Deerfield"), a significant stockholder of the Company, issued a press release stating "Our enthusiasm about Brookdale's future has never been greater and we support the Board's efforts to extend Brookdale's leadership in patient care and financial performance… We look forward to supporting Brookdale as it brings new talent and energy to the Board and executive team."

Also on April 14, 2025, the Company signed a non-disclosure agreement with Ortelius relating to the Ortelius Demand Letter.

Background of the Solicitation

On April 24, 2025, the Company issued a press release announcing that effective April 24, 2025, the Board had determined to temporarily increase its size to nine directors and add Joshua Hausman to the Board, with the Board returning to eight members as of the Annual Meeting. In the press release, the Company noted Mr. Hausman's extensive private market investment experience focused on the healthcare industry, including in facilities-based skilled nursing and behavioral health.

Later on April 24, 2025, Ortelius issued an open letter to stockholders detailing, for the first time, some of their ideas for unlocking value at the Company, including "monetizing certain underperforming owned properties, improving Brookdale's financials, reducing mortgage debt, eliminating the leased portfolio, unlocking the value of the real estate, reviewing strategic alternatives, installing a new management team and refreshing the Board." While Ortelius acknowledged the Company's decision to transition Ms. Baier and search for a new Chief Executive Officer in its press release, Ortelius did not disclose any intention to reduce its nomination of a control slate of six directors.

On April 25, 2025, Olshan reached out to Skadden requesting a call.

On April 26, 2025, Skadden had a call with Olshan. On this call, Olshan expressed Ortelius' desire to speak with Ms. Warren regarding the Board's vision for the Company and to see if a resolution was possible to avoid a proxy

contest. Later that day, the Company scheduled a call for the following day between Ms. Warren, Mr. Wielansky, and Mr. DeSorcy.

On April 27, 2025, Ms. Warren, Mr. Wielansky, and Mr. DeSorcy had a video conference call. During the conference call, Mr. DeSorcy went into further detail regarding Ortelius' ideas to drive stockholder value that were described in Ortelius' public letter. Mr. DeSorcy also expressed Ortelius' openness to trying to avoid a proxy contest. Mr. DeSorcy did not make a specific proposal to the Company to avoid a proxy contest, but stated Ortelius would want to obtain Board representation. Mr. DeSorcy also noted that Ortelius would make the Ortelius Nominees available for interviews with the Board. Ms. Warren and Mr. Wielansky agreed to discuss the request with the full Board and revert back to Mr. DeSorcy.

On April 28, 2025, the Board had a meeting to discuss Ortelius' recent outreach and proposal to find a way to avoid a proxy contest, which Ortelius indicated would need to involve Ortelius receiving Board representation. The Board considered many factors in evaluating Ortelius' request for Board representation, including that members of the Board had received direct feedback from several of its largest stockholders that it appreciated the Board's decision to transition its Chief Executive Officer and search for a new Chief Executive Officer and did not believe further Board change was warranted following the recent appointments of Messrs. Hausman and Fioravanti to the Board, that Ortelius had refused to make its nominees available for interviews with the Board back in March when the Board was going through a careful process to select its slate of directors for election at the 2025 Annual Meeting, that the Company already had finalized its slate of director nominees for the 2025 Annual Meeting and planned to file its preliminary proxy statement in the coming days, and that the Company's Certificate of Incorporation limited the Board's size to 9 directors and the Board needed to keep a seat available for its new Chief Executive Officer once identified. Based on these factors, among others, the Board concluded that it was not in the best interest of all stockholders to offer Ortelius any Board representation at this time. However, the Board authorized Ms. Warren and Mr. Wielansky to propose to Ortelius that it would interview the Ortelius Nominees in connection with future openings on the Board, including at the 2026 annual meeting of stockholders.

On April 29, 2025, Ms. Warren and Mr. Wielansky had a call with Mr. DeSorcy to discuss a potential resolution to the proxy contest initiated by Ortelius. Mr. DeSorcy asked about the Board's position on a potential resolution, including whether it would include Board representation for Ortelius. Ms. Warren and Mr. Wielansky communicated the Board's position as discussed at the April 28 Board meeting. Mr. DeSorcy responded that he was not willing to resolve the proxy contest unless Ortelius was given representation on the Board as part of such resolution and suggested that the Company could replace certain members on the Board with Ortelius Nominees in light of size limitations.

Ms. Warren and Mr. Wielansky reiterated the Company's desire to avoid a proxy contest and instead focus on moving the Company forward. However, as the conversation grew less constructive, the parties determined to end the call.

Later on April 29, 2025, the Company delivered notice to Ortelius by email and overnight mail of its intent to nominate and solicit proxies for the Company Nominees at the 2025 Annual Meeting in accordance with Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

On April 30, 2025, the Company filed its preliminary proxy statement.

On May 5, 2025, Ortelius filed its preliminary proxy statement reflecting that it still planned to run a control slate of six director nominees.

Proposal 1: Election of Directors

On May 6, 2025, the Company issued a press release announcing its results for the quarter ended March 31, 2025. In this press release, the Company reported it delivered first quarter 2025 financial and operational results above the Company's expectations and had determined to favorably revise its annual RevPAR and Adjusted EBITDA guidance ranges (as such terms were defined therein).

On May 7, 2025, the Company had its earnings call to report on first quarter 2025 earnings. During this call,

Ms. Warren noted that the Company had engaged Spencer Stuart, whom they initially contacted in late 2024, to aid in the Company's CEO succession planning and that the Company anticipated the CEO search would likely take a minimum of six months.

Later on May 7, 2025, Ortelius sent a letter to the Board requesting that the Board take all necessary steps to use its discretionary authority under the Specified Debt Agreements (as defined below) and any other agreements containing similar provisions to approve or endorse the Ortelius Nominees and secure waivers from the appropriate counterparties such that any change of control provisions contained therein would not be triggered if five or more of the Ortelius Nominees are elected to the Board at the Annual Meeting (the "May 7th Letter").

On May 12, 2025, Skadden delivered, on behalf of the Board, a response letter to Olshan with respect to the May 7th Letter. In this response letter, Skadden noted that the Board was evaluating Ortelius' requests, consistent with its fiduciary duties, and would respond in due course.

On May 14, 2025, the Board met to discuss the May 7th Letter and determined that it was in the best interest of all stockholders to approve the Ortelius Nominees for the limited purpose of avoiding triggering any change of control provisions under the Specified Debt Agreements. The Board also instructed management to send a letter to the relevant counterparties to the Specified Debt Agreements, notifying them of the actions taken by the Board. While the Board determined to approve the Ortelius Nominees for the limited purpose of avoiding triggering certain change of control provisions, the Board opposes the election of the Ortelius Nominees, does not believe their election is in the best interest of the Company's stockholders and recommends that stockholders support the election of all eight of the Board's director nominees on the Company's BLUE proxy card.

On May 14, 2025, the Company filed this definitive proxy statement and provided notice to Ortelius of the actions taken by the Board on May 14, 2025.

‌Corporate Governance

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines setting forth the expectations and standards the Board has with respect to the role, size, and composition of the Board and its committees, the functioning of the Board and its committees, evaluation of the Board and its committees, director compensation, succession planning, and other matters. The Board also has adopted a Code of Business Conduct and Ethics that applies to all employees, directors, and officers, as well as a Code of Ethics for Chief Executive and Senior Financial Officers, which applies to our President and Chief Executive Officer, Chief Financial Officer, principal accounting officer, and Treasurer. These guidelines and codes are available on the Investor Relations portion of our website at brookdaleinvestors.com. Any amendment to, or waiver from, a provision of such codes of ethics granted to a principal executive officer, principal financial officer, principal accounting officer, or controller, or person performing similar functions, or to any executive officer or director, will be posted on our website.

Director Independence

Our Corporate Governance Guidelines and the listing standards of the NYSE require that the Board be comprised of a majority of independent directors. The Board has affirmatively determined that eight of our current directors, Mses.

Drayton, Freed, and Mace, Dr. Asher, and Messrs. Bumstead, Fioravanti, Hausman, and Wielansky, are "independent" under Section 303A.02 of the listing standards of the NYSE. Ms. Warren is not independent due to the fact that she is currently serving as our Interim Chief Executive Officer and as a member of the Office of CEO. In each case, the Board affirmatively determined that none of such individuals that were deemed independent had a material relationship with the Company. The Board also previously determined that each of Guy P. Sansone and Marcus E. Bromley, who served on our Board until the 2024 annual meeting of stockholders, satisfied the independence requirements of the NYSE listing standards. In making these determinations, the Board considered all relevant facts and circumstances, as required by applicable NYSE listing standards. There were no transactions, relationships, or arrangements not disclosed pursuant to Item 404(a) of Regulation S-K that were considered by the Board in making the required independence determinations. None of the directors that were deemed independent had any relationship with us (other than as a director or stockholder). The Board also determined that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is independent, including that each member of the Audit Committee is independent under the listing standards of the NYSE and under section 10A(m)(3) of the Exchange Act. Until her resignation in April 2025, Ms. Baier was not independent due to her employment as our President and Chief Executive Officer. Ms. Warren was independent until her appointment to serve as our Interim Chief Executive Officer in April 2025.

Board Leadership Structure

Our Corporate Governance Guidelines do not require the separation of the positions of Chairman of the Board and Chief Executive Officer and provide that the Board is free to choose its Chairman in any way that it deems best for the Company at any given time. However, since the date of our formation and until April 2025, the Board has separated the positions of Chairman and Chief Executive Officer in the belief that this structure improves management's accountability to the Board. Ms. Warren currently serves as Interim Chief Executive Officer and Chairman of the Board. The Board is actively looking for a permanent Chief Executive Officer and will reassess its leadership structure at such time as a new Chief Executive Officer is identified. See discussion in the section titled "CEO Transition" of this proxy statement for more information on our CEO transition.

‌Corporate Governance

Risk Oversight

The business of the Company is managed with the oversight of the Board. As contemplated by the NYSE listing standards and as reflected in the charter of the Audit Committee, the Board has delegated to the Audit Committee the responsibility to discuss guidelines and policies governing the process by which our senior management and the relevant departments and functions of the Company (including our internal audit function) assess and manage our exposure to risk. To that end, the Audit Committee regularly reviews our processes for risk assessment and risk management, as well as our major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also regularly reviews our exposure to cyber security risk, the effectiveness of our cyber security, and the knowledge, experience and capabilities of the Audit Committee and management with respect to cyber security and cyber security risk. Annually, the Compensation Committee conducts a risk assessment of our compensation programs. The Board regularly receives reports from management regarding our risk exposures and monitors our risk management activities.

Disclaimer

Brookdale Senior Living Inc. published this content on May 22, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 22, 2025 at 13:51 UTC.