Brookdale Senior Living : 2025 Proxy

Published: 2025-05-14 21:39:09 ET BKD

Published on 05/14/2025 at 21:39

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.

Disclaimer

Brookdale Senior Living Inc. published this content on May 15, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2025 at 01:38 UTC.