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3 days ago
- Business
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Zevra Announces Final Results of 2025 Annual Meeting of Stockholders
Zevra Stockholders Re-Elect Wendy L. Dixon, Ph.D. and Tamara A. Favorito to the Company's Board of Directors Board and Management Reaffirm Commitment to Driving Continued Growth and Progress Against Strategic Plan CELEBRATION, Fla., May 29, 2025 (GLOBE NEWSWIRE) -- Zevra Therapeutics, Inc. (NasdaqGS: ZVRA) ('Zevra,' or the 'Company'), a commercial-stage company focused on providing therapies to people living with rare disease, announced that based on the final vote count certified by the independent Inspector of Elections following the Company's 2025 Annual Meeting of Stockholders (the 'Annual Meeting'), stockholders have voted to re-elect Wendy L. Dixon, Ph.D. and Tamara A. Favorito to the Company's Board of Directors (the 'Board') as Class I Directors to serve until the 2028 Annual Meeting. The Zevra Board issued the following statement: 'We thank all our stockholders for their strong participation in the voting process and continued support of Zevra. The overwhelming support for the Company's nominees represents a clear endorsement of our strategic direction from our stockholder base. Over the past two years, we have taken decisive action to transform Zevra into a stronger, growth-oriented commercial organization focused on making a positive impact for patients living with rare diseases. This vote validates our progress to date and reinforces our confidence in our strategic plan as we continue building momentum and drive long-term value for our stockholders.' As previously disclosed, Daniel J. Mangless, a stockholder of the Company, indicated his intention to nominate Travis C. Mickle, Ph.D. and Arthur C. Regan for election as directors at the Annual Meeting, in opposition to Dr. Dixon and Ms. Favorito. However, Mr. Mangless subsequently failed to comply with the applicable requirements of the Securities and Exchange Commission's (the 'SEC's') proxy rules and the Company's amended and restated bylaws (the 'Bylaws') to proceed with a valid nomination. Specifically, Mr. Mangless failed to solicit at least 67% of the voting power of the shares entitled to vote on the election of directors at the Annual Meeting, as required by SEC rules and the Bylaws, and failed to provide the Company with reasonable evidence of such solicitation, as required by the Bylaws. Finally, Mr. Mangless did not attend the Annual Meeting to validly nominate his nominees, as required by the Bylaws. As a result of Mr. Mangless' failure to meet these requirements and as provided by the Bylaws, Mr. Mangless' nominations were disregarded. Based on results from the independent Inspector of Elections for the Annual Meeting, if Mr. Mangless had complied with the applicable requirements to validly nominate his nominees, Dr. Mickle would have received just 26.45% of the vote and Mr. Regan would have received just 23.97% of the vote, compared to 73.97% and 73.41% for Dr. Dixon and Ms. Favorito, respectively. The outcome of the election underscores stockholders' strong support for Zevra's Board – including its deep industry expertise, proven track record, and steadfast commitment to delivering value. Looking ahead, and now with a clear mandate from stockholders, the Board and management team are focused on accelerating Zevra's disciplined strategy and value-creation initiatives. Additionally, stockholders approved the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2025. The final certified results, as confirmed by the independent Inspector of Elections, will be filed on a Form 8-K with the SEC. About Zevra Therapeutics, Inc. Zevra Therapeutics, Inc. is a commercial-stage company combining science, data, and patient needs to create transformational therapies for rare diseases with limited or no treatment options. Our mission is to bring life-changing therapeutics to people living with rare diseases. With unique, data-driven development and commercialization strategies, the Company is overcoming complex drug development challenges to make new therapies available to the rare disease community. Expanded access programs are made available by Zevra Therapeutics, Inc. and its affiliates and are subject to the Company's Expanded Access Program ('EAP') policy, as published on its website. Participation in these programs is subject to the laws and regulations of each jurisdiction under which each respective program is operated. Eligibility for participation in any such program is at the treating physician's discretion. For more information, please visit or follow us on X and LinkedIn. Cautionary Note Concerning Forward-Looking Statements This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's actions to enhance stockholder value, the Company's plans with respect to director candidates nominated by stockholders; our strategic, financial, operational, corporate governance, executive compensation, and product development objectives; and the timing of any of the foregoing. Forward-looking statements are based on information currently available to Zevra and its current plans or expectations. They are subject to several known and unknown uncertainties, risks, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These and other important factors are described in detail in the "Risk Factors" section of Zevra's Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 12, 2025, and Zevra's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 13, 2025, and Zevra's other filings with the SEC. While we may elect to update such forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. Although we believe the expectations reflected in such forward-looking statements are reasonable, we cannot assure that such expectations will prove correct. These forward-looking statements should not be relied upon as representing our views as of any date after the date of this press release. Contacts For investor inquiries Nichol Ochsner+1 (732) 754-2545nochsner@ For media inquiries FTI Consulting Tanner Kaufman / Kyla MacLennan / Mike Gaudreauzevratherapeutics@
Yahoo
3 days ago
- Business
- Yahoo
Brookdale Showcases the Strength and Effectiveness of Current Board of Directors
Refreshed Board Overseeing Successful Execution of Company's Strategy Ortelius' Candidates Bring No Additive Experience or Insights Urges Shareholders to Vote "FOR" ONLY Brookdale's Eight Highly Qualified and Experienced Director Nominees on the BLUE Proxy Card NASHVILLE, Tenn., May 29, 2025 /PRNewswire/ -- Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today announced that it has mailed a letter to Brookdale shareholders in connection with its 2025 Annual Meeting of Stockholders (the "Annual Meeting"), which will be held on July 11, 2025. The letter highlights Brookdale's refreshed and well-rounded Board, composed of eight highly-qualified director nominees, each of whom bring the expertise and skills necessary to deliver positive financial and operational performance and drive enhanced shareholder value. As described in the letter, the nominees proposed by Pangaea Ventures, L.P., a fund managed by Ortelius Advisors, L.P. ("Ortelius"), stand in stark contrast, lacking track records of value creation or relevant expertise that could add value to the Brookdale Board. The Board urges shareholders to protect the value of their investment and vote on the BLUE proxy card today "FOR" ONLY Brookdale's eight nominees. The full text of the letter to shareholders follows and can also be found at Dear Fellow Shareholder, At this year's Annual Meeting of Stockholders, Ortelius Advisors, L.P. ("Ortelius"), who beneficially owns just 1% of Brookdale's shares, is seeking to take control of your Board by replacing six of Brookdale's eight highly qualified directors. To enhance value for all Brookdale shareholders, the Brookdale Board is overseeing the execution of a clear strategy, conducting a search process for the Company's next CEO, and has significantly refreshed your Board's composition. In contrast, Ortelius is trying to seize control of the Brookdale Board with nominees whose skills are not additive or relevant and is proposing strategic actions, the majority of which Brookdale already has implemented. We believe that electing the Ortelius nominees would undermine the substantial progress we have made and put your investment at significant risk. The Board is committed to advancing the Company's strategy and believes that replacing any of Brookdale's director nominees at this pivotal time for the Company would significantly impair our success and ability to identify a new CEO and create value for all shareholders. We urge you to vote "FOR" ONLY Brookdale's eight highly qualified director nominees on the BLUE proxy card. Your Board is Refreshed and Relevant;Best-Practice Corporate Governance Standards Drive Greater Accountability to Shareholders In the past year, Brookdale has added four new directors to its Board, with strong real estate, healthcare, operations, and senior housing experience: Joshua Hausman, Managing Partner at MHJ Capital Partners and former Managing Director at Onex Partners; Mark Fioravanti, President and CEO of Ryman Hospitality Properties, Inc.; Claudia Drayton, Former CFO of Quantum-Si, Inc. and Nuwellis, Inc.; and Elizabeth Mace, Former Chief Economist and Director of Research and Analytics at the National Investment Center for Seniors Housing & Care ("NIC"). Our Board composition reflects a thoughtful refreshment process, which includes identifying skillsets needed to support Brookdale's business strategy. Our directors include operators, healthcare leaders, investors, and real estate professionals with the relevant expertise to exercise informed oversight of our strategy and real estate portfolio. Ensuring best practices in corporate governance is a top priority for the Board. Our Board has annual elections of all directors, policies against hedging and pledging of securities, executive compensation that aligns with performance, fully independent Board standing committees, a majority vote standard for non-contested elections, regular director refreshment, no supermajority voting requirement to approve mergers, and no stockholder rights plan. In addition, the Board is actively reviewing governance enhancements related to director tenure and evaluating our performance-based long-term incentive awards program for executives, based on investor feedback. Brookdale's Current Board is Well-Rounded, Well-Qualified, and Experienced;Ortelius' Candidates Bring No Additive Experience Brookdale's Board is an agent for change for the benefit of all shareholders. Following the Annual Meeting, if Brookdale's nominees are elected, the Board will be composed of eight highly qualified and engaged directors, seven of whom are independent, with an average tenure of less than four years. Your Board Nominees: Jordan Asher, MD, MS, Independent DirectorCommittees: Compensation and Nominating & Corporate GovernanceClinical & Executive Healthcare LeadershipJoined in 2020 20+ years of unique expertise in the evolving healthcare landscape developed through leading large national healthcare systems and both clinical training and executive leadership experience Former EVP and Chief Clinical Officer of Sentara Health Claudia Drayton, Independent DirectorCommittees: Audit (Chair) and InvestmentHealthcare & Financial ExpertiseJoined in 2024 20 years of operational and financial experience in healthcare and public company board experience developed through over two decades in leadership positions across the medical and biotech industries Former CFO of Quantum-Si and Nuwellis NACD Certified Director1 Mark Fioravanti, Independent DirectorHospitality & Real Estate VisionaryJoined in 2025 25 years of executive-level leadership in hospitality with significant real estate, sales, marketing, and public company board expertise President & CEO of Ryman Hospitality Properties, Inc. Victoria Freed, Independent DirectorCommittees: Compensation and Nominating & Corporate Governance (Chair)Expertise in Sales, Customer Service & MarketingJoined in 2019 25+ years of executive leadership and award-winning expertise in sales, revenue management, customer service, and marketing within the hospitality industry SVP of Sales, Trade Support, and Service of Royal Caribbean International Josh Hausman, Independent DirectorHealthcare Investor & Capital Markets ExpertiseJoined in 2025 20+ years of investment experience within the healthcare industry, including facilities-based senior care and behavioral health companies, and expertise in capital markets and corporate finance Former Managing Director of Onex Partners Elizabeth Mace, Independent DirectorCommittees: Audit and InvestmentSenior Housing & Real Estate ExpertJoined in 2024 Extensive knowledge in senior housing, real estate, and 30+ years in economics and broader market analysis Former Chief Economist and Director of Research and Analytics of National Investment Center for Seniors Housing & Care (NIC) NACD Certified Director1 Denise Warren, Chair and Interim CEOHealthcare, Financial & Operations LeadershipJoined in 2018 30+ years of executive, operational, and financial experience across the healthcare industry with a track record of leadership excellence Former EVP and COO of WakeMed Health & Hospitals NACD Certified Director1 Lee Wielansky, Independent DirectorCommittees: Audit and Investment (Chair)Real Estate Investor ExpertiseJoined in 2015 40+ years of real estate investment, management, and development experience as well as significant public board expertise Chair & CEO of Opportunistic Equities Former Chair and CEO of Midland Development Group, Inc. We are confident that the expertise of Brookdale's director nominees is superior to that of the Ortelius candidates. All eight of Brookdale's highly qualified director nominees possess the relevant skills to further drive value creation. Their collective backgrounds reflect an appropriate balance of healthcare, finance, senior housing, hospitality, sales & marketing, and real estate experience, thoughtfully constructed to represent a range of critical and complementary skills. In contrast, none of the Ortelius nominees have experience in critical areas such as healthcare (clinical), hospitality, or sales & marketing. Steven Insoft Serves on an advisory board of an affiliate to Ortelius, raising questions with respect to his independence from Ortelius Experience limited to real estate investment trusts and real estate transactions, skillsets already present on the Board No public company board experience Experience primarily in the government-reimbursed skilled nursing industry, which represents only 2% of Brookdale's business Paula Poskon Nominated by multiple activists in several other campaigns in recent years Experience primarily focused on REITs, which is already well-represented on our current Board No apparent experience in senior living or public company C-suite roles Frank Small Redundant private equity and real estate skillsets that already exist on Brookdale's Board Experience primarily in real estate investments and transactions No apparent management or board experience in senior living No public company board or C-suite experience Ivona Smith Expertise in restructurings and liquidation trusts, which are irrelevant and not needed at Brookdale Repeatedly nominated by Ortelius in other activist campaigns – raises risk that her allegiance will be to Ortelius and not all shareholders Currently serves as a director of two public companies and five private companies, raising concerns about her capacity to meaningfully contribute to the Brookdale Board Steven Vick Previously served as President & COO and a Director of Alterra Healthcare, but left shortly prior to its bankruptcy No relevant public company experience in 20 years Unclear track record during recent leadership roles at private companies Lori Wittman Non-operational experience in real estate focused largely on financial management No operational experience in healthcare or senior living Limited exposure to seniors housing through Finance and IR roles at REITs We strongly believe it is in shareholders' best interests to NOT bring Ortelius' nominees or self-serving agenda into the boardroom. We believe that further Board change at this time will derail the Board's progress and significantly impair the Board's ability to identify a new CEO and continue executing our strategy at a critical time for the Company. Ortelius Has Made Little Effort to Better Understand Brookdale's Recent Improvementsor to Demonstrate Why Their Nominees Could Be Additive to the Board Your Board has made multiple attempts to engage with Ortelius to avoid this proxy contest. Ortelius has shown little interest in working together constructively and refused to allow the Board to even interview any of its nominees. Rather than participating in mutual problem-solving with Brookdale, Ortelius has continued issuing public attacks and demands in pursuance of its misguided campaign to take control of your Company. Ortelius apparently would rather ignore the actions Brookdale has taken to improve operating metrics and the successful execution of our key initiatives: improving operating performance, optimizing our real estate portfolio, reinvesting capital into our communities, reducing our leverage, and ensuring high-quality environments for our residents and associates. The results that we achieved in the first quarter of 2025 reflect that our actions are working and already driving shareholder value creation: Positive Adjusted Free Cash Flow2, which has typically been negative in the first quarter Adjusted EBITDA2 that exceeded internal expectations and consensus estimates 80% same community weighted average occupancy, which was sequentially flat and a key turning point towards positive cash flow generation 140 bps increase in consolidated weighted average occupancy YoY3 4.9% growth in consolidated RevPAR YoY, exceeding internal expectations 90 bps expansion in same community operating income margin YoY – delivering the highest same community operating income margin achievement in five years Ortelius' Imprecise Comparisons and Convenient Omission In criticizing the Company's performance, Ortelius omits the most obvious public company comparison, Sonida Senior Living, Inc. ("Sonida"), which Brookdale has outperformed4. Sonida is the only other publicly traded senior living operating company in the U.S. Further, Sonida has a similar portfolio mix to Brookdale with asset categories across assisted living, independent living, and memory care. Sonida's payor mix is also weighted towards private pay, which is similar to Brookdale. We believe it is telling that Ortelius makes no mention of Sonida in any of its communications to shareholders to date. Instead, Ortelius compares Brookdale to Welltower Inc. ("Welltower") and Ventas, Inc. ("Ventas"), which differ from Brookdale due to their size, scale, and product mix. Importantly, as highly diversified healthcare real estate investment trusts (REITs), Welltower and Ventas also own real estate in other areas of healthcare services and are materially larger companies than Brookdale. Shareholders should be aware that only portions of Welltower's and Ventas' portfolios are in senior housing. Notably, in the first quarter of 2025, Brookdale outperformed Welltower and Ventas in same community operating income growth and same community RevPAR growth on a sequential quarter basis. Vote the BLUE Proxy Card TODAY "FOR" ONLY Brookdale's Eight Nominees The Brookdale Board is best suited to oversee and advance the Company's strategy and initiatives, with the expertise and skills necessary to continue delivering positive financial and operational performance and driving enhanced shareholder value. Do not let Ortelius distract you from the progress the Board is making and jeopardize the long-term potential of your investment by replacing any of your highly qualified directors at this crucial time. Your Board has been open-minded and responsive to shareholder input. We do not believe the changes to the Board proposed by Ortelius are in the best interests of the Company or our shareholders. Protect the value of your investment and vote the BLUE proxy card today "FOR" ONLY Brookdale's highly qualified and experienced director nominees. Thank you for your continued support. Sincerely,The Brookdale Board of Directors YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN Whether or not you expect to attend the Annual Meeting, please promptly follow the easy instructions on your BLUE proxy card or BLUE voting instruction form to vote by phone, internet or by signing, dating, and returning the BLUE proxy card in the postage-paid envelope provided. Please simply disregard any white proxy card you may receive from Ortelius. If you have any questions or require assistance in voting your shares,please call Brookdale's proxy solicitor: INNISFREE M&A INCORPORATED Shareholders may call:+ 1 (877) 750-5838 (toll-free from the U.S. and Canada) or+1 (412) 232-3651 (from other countries) NON-GAAP FINANCIAL MEASURESThis communication mentions the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Reference to these non-GAAP financial measures is intended to aid investors in better understanding the factors and trends affecting the Company's performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. Adjusted EBITDAAdjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, legal, cost reduction, or organizational restructuring items that management does not consider as part of the Company's underlying core operating performance and that management believes impact the comparability of performance between periods. The Company believes that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by the Company's management for budgeting and other planning purposes, to review the Company's historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company's financing and capital structure and other items that management does not consider as part of the Company's underlying core operating performance and that management believes impact the comparability of performance between periods; (iii) the Company believes that this measure is used by research analysts and investors to evaluate the Company's operating results and to value companies in its industry; and (iv) the Company uses the measure for components of executive compensation. Adjusted Free Cash FlowAdjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. The Company believes that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by the Company's management for budgeting and other planning purposes, to review the Company's historic and prospective sources of operating liquidity, and to review the Company's ability to service its outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed. DEFINITIONSRevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Operating Income is defined by the Company as resident fee revenue and other operating income less facility operating expense. Operating Income does not include general and administrative expense or depreciation and amortization. Operating Income Margin is defined by the Company as Operating Income divided by resident fee revenue. Same Community information reflects operating results and data of a consistent population of communities by excluding the impact of changes in the composition of the Company's portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. The Company defines its same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition including through asset sales or lease terminations, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Same Community Operating Income is defined by the Company as resident fee revenue less facility operating expense (excluding natural disaster expense and related insurance recoveries) for the Company's Same Community portfolio. Same Community Operating Income does not include general and administrative expense or depreciation and amortization. ABOUT BROOKDALE SENIOR LIVINGBrookdale Senior Living Inc. is the nation's premier operator of senior living communities. With 647 communities across 41 states and the ability to serve approximately 58,000 residents as of March 31, 2025, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home. Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit or connect with Brookdale on Facebook or YouTube. FORWARD-LOOKING STATEMENTSCertain statements in this communication may 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 focus of the Board of Directors and management of the Company, the execution and advancement of the Company's strategy, the Company's ability to continue to successfully execute on key initiatives, deliver positive financial and operational performance and drive enhanced shareholder 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, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; the effects of senior housing construction and development, lower industry occupancy, and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where the Company is concentrated; terminations of the Company's resident agreements and vacancies in the living spaces it leases; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and functionality of the Company's information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; the Company's ability to complete its capital expenditures in accordance with its plans; the Company's ability to identify and pursue development, investment, and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; the Company's ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and the Company's ability to identify and pursue any such opportunities in the future; risks related to the implementation of the Company's strategy, including initiatives undertaken to execute on the Company's strategic priorities and their effect on its results; any resurgence or variants of the COVID-19 pandemic; limits on the Company's ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; the risks associated with tariffs and the uncertain duration of trade conflicts; disruptions in the financial markets or decreases in the appraised values or performance of the Company's communities that affect the Company's ability to obtain financing or extend or refinance debt as it matures and the Company's financing costs; the Company's ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund its planned capital projects; the effect of any non-compliance with any of the Company's debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company's non-compliance with any such agreements and the risk of loss of the Company's property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of the Company's indebtedness and long-term leases on the Company's liquidity and its ability to operate its business; increases in market interest rates that increase the costs of the Company's debt obligations; the Company's ability to obtain additional capital on terms acceptable to it; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of the Company's communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company, including putative class action complaints; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or its failure to comply with, employment-related laws and regulations; the risks associated with current global economic conditions and general economic factors on the Company and the Company's business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, tariffs, geopolitical tensions or conflicts, and uncertainty surrounding a new presidential administration, the impact of seasonal contagious illness or other contagious disease in the markets in which the Company operates; actions of activist stockholders, including as a result of the current proxy contest and any potential change of control of the Company or the Board; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), 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 communication. 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 communication 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. CONTACTS InvestorsJessica HazelVP Investor Relations(615) Media Tim Lynch / Leigh ParrishJoele Frank, Wilkinson Brimmer Katcher(212) 355-4449 1 National Association of Corporate Directors Directorship Certified(TM)2 See Non-GAAP Financial Measures below for further information3 Year over Year4 Based on Brookdale and Sonida's stock price performance over time as of 05/02/2025 (1.9% for 6-year, 5.1% for 3-year, -12.1% for 1-year and 30.8% YTD performance for Brookdale and -58.4% for 6-year, -21.5% for 3-year, -27.9% for 1-year and 4.3% YTD performance for Sonida) View original content to download multimedia: SOURCE Brookdale Senior Living Inc. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
3 days ago
- Business
- Yahoo
Brookdale Showcases the Strength and Effectiveness of Current Board of Directors
Refreshed Board Overseeing Successful Execution of Company's Strategy Ortelius' Candidates Bring No Additive Experience or Insights Urges Shareholders to Vote "FOR" ONLY Brookdale's Eight Highly Qualified and Experienced Director Nominees on the BLUE Proxy Card NASHVILLE, Tenn., May 29, 2025 /PRNewswire/ -- Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today announced that it has mailed a letter to Brookdale shareholders in connection with its 2025 Annual Meeting of Stockholders (the "Annual Meeting"), which will be held on July 11, 2025. The letter highlights Brookdale's refreshed and well-rounded Board, composed of eight highly-qualified director nominees, each of whom bring the expertise and skills necessary to deliver positive financial and operational performance and drive enhanced shareholder value. As described in the letter, the nominees proposed by Pangaea Ventures, L.P., a fund managed by Ortelius Advisors, L.P. ("Ortelius"), stand in stark contrast, lacking track records of value creation or relevant expertise that could add value to the Brookdale Board. The Board urges shareholders to protect the value of their investment and vote on the BLUE proxy card today "FOR" ONLY Brookdale's eight nominees. The full text of the letter to shareholders follows and can also be found at Dear Fellow Shareholder, At this year's Annual Meeting of Stockholders, Ortelius Advisors, L.P. ("Ortelius"), who beneficially owns just 1% of Brookdale's shares, is seeking to take control of your Board by replacing six of Brookdale's eight highly qualified directors. To enhance value for all Brookdale shareholders, the Brookdale Board is overseeing the execution of a clear strategy, conducting a search process for the Company's next CEO, and has significantly refreshed your Board's composition. In contrast, Ortelius is trying to seize control of the Brookdale Board with nominees whose skills are not additive or relevant and is proposing strategic actions, the majority of which Brookdale already has implemented. We believe that electing the Ortelius nominees would undermine the substantial progress we have made and put your investment at significant risk. The Board is committed to advancing the Company's strategy and believes that replacing any of Brookdale's director nominees at this pivotal time for the Company would significantly impair our success and ability to identify a new CEO and create value for all shareholders. We urge you to vote "FOR" ONLY Brookdale's eight highly qualified director nominees on the BLUE proxy card. Your Board is Refreshed and Relevant;Best-Practice Corporate Governance Standards Drive Greater Accountability to Shareholders In the past year, Brookdale has added four new directors to its Board, with strong real estate, healthcare, operations, and senior housing experience: Joshua Hausman, Managing Partner at MHJ Capital Partners and former Managing Director at Onex Partners; Mark Fioravanti, President and CEO of Ryman Hospitality Properties, Inc.; Claudia Drayton, Former CFO of Quantum-Si, Inc. and Nuwellis, Inc.; and Elizabeth Mace, Former Chief Economist and Director of Research and Analytics at the National Investment Center for Seniors Housing & Care ("NIC"). Our Board composition reflects a thoughtful refreshment process, which includes identifying skillsets needed to support Brookdale's business strategy. Our directors include operators, healthcare leaders, investors, and real estate professionals with the relevant expertise to exercise informed oversight of our strategy and real estate portfolio. Ensuring best practices in corporate governance is a top priority for the Board. Our Board has annual elections of all directors, policies against hedging and pledging of securities, executive compensation that aligns with performance, fully independent Board standing committees, a majority vote standard for non-contested elections, regular director refreshment, no supermajority voting requirement to approve mergers, and no stockholder rights plan. In addition, the Board is actively reviewing governance enhancements related to director tenure and evaluating our performance-based long-term incentive awards program for executives, based on investor feedback. Brookdale's Current Board is Well-Rounded, Well-Qualified, and Experienced;Ortelius' Candidates Bring No Additive Experience Brookdale's Board is an agent for change for the benefit of all shareholders. Following the Annual Meeting, if Brookdale's nominees are elected, the Board will be composed of eight highly qualified and engaged directors, seven of whom are independent, with an average tenure of less than four years. Your Board Nominees: Jordan Asher, MD, MS, Independent DirectorCommittees: Compensation and Nominating & Corporate GovernanceClinical & Executive Healthcare LeadershipJoined in 2020 20+ years of unique expertise in the evolving healthcare landscape developed through leading large national healthcare systems and both clinical training and executive leadership experience Former EVP and Chief Clinical Officer of Sentara Health Claudia Drayton, Independent DirectorCommittees: Audit (Chair) and InvestmentHealthcare & Financial ExpertiseJoined in 2024 20 years of operational and financial experience in healthcare and public company board experience developed through over two decades in leadership positions across the medical and biotech industries Former CFO of Quantum-Si and Nuwellis NACD Certified Director1 Mark Fioravanti, Independent DirectorHospitality & Real Estate VisionaryJoined in 2025 25 years of executive-level leadership in hospitality with significant real estate, sales, marketing, and public company board expertise President & CEO of Ryman Hospitality Properties, Inc. Victoria Freed, Independent DirectorCommittees: Compensation and Nominating & Corporate Governance (Chair)Expertise in Sales, Customer Service & MarketingJoined in 2019 25+ years of executive leadership and award-winning expertise in sales, revenue management, customer service, and marketing within the hospitality industry SVP of Sales, Trade Support, and Service of Royal Caribbean International Josh Hausman, Independent DirectorHealthcare Investor & Capital Markets ExpertiseJoined in 2025 20+ years of investment experience within the healthcare industry, including facilities-based senior care and behavioral health companies, and expertise in capital markets and corporate finance Former Managing Director of Onex Partners Elizabeth Mace, Independent DirectorCommittees: Audit and InvestmentSenior Housing & Real Estate ExpertJoined in 2024 Extensive knowledge in senior housing, real estate, and 30+ years in economics and broader market analysis Former Chief Economist and Director of Research and Analytics of National Investment Center for Seniors Housing & Care (NIC) NACD Certified Director1 Denise Warren, Chair and Interim CEOHealthcare, Financial & Operations LeadershipJoined in 2018 30+ years of executive, operational, and financial experience across the healthcare industry with a track record of leadership excellence Former EVP and COO of WakeMed Health & Hospitals NACD Certified Director1 Lee Wielansky, Independent DirectorCommittees: Audit and Investment (Chair)Real Estate Investor ExpertiseJoined in 2015 40+ years of real estate investment, management, and development experience as well as significant public board expertise Chair & CEO of Opportunistic Equities Former Chair and CEO of Midland Development Group, Inc. We are confident that the expertise of Brookdale's director nominees is superior to that of the Ortelius candidates. All eight of Brookdale's highly qualified director nominees possess the relevant skills to further drive value creation. Their collective backgrounds reflect an appropriate balance of healthcare, finance, senior housing, hospitality, sales & marketing, and real estate experience, thoughtfully constructed to represent a range of critical and complementary skills. In contrast, none of the Ortelius nominees have experience in critical areas such as healthcare (clinical), hospitality, or sales & marketing. Steven Insoft Serves on an advisory board of an affiliate to Ortelius, raising questions with respect to his independence from Ortelius Experience limited to real estate investment trusts and real estate transactions, skillsets already present on the Board No public company board experience Experience primarily in the government-reimbursed skilled nursing industry, which represents only 2% of Brookdale's business Paula Poskon Nominated by multiple activists in several other campaigns in recent years Experience primarily focused on REITs, which is already well-represented on our current Board No apparent experience in senior living or public company C-suite roles Frank Small Redundant private equity and real estate skillsets that already exist on Brookdale's Board Experience primarily in real estate investments and transactions No apparent management or board experience in senior living No public company board or C-suite experience Ivona Smith Expertise in restructurings and liquidation trusts, which are irrelevant and not needed at Brookdale Repeatedly nominated by Ortelius in other activist campaigns – raises risk that her allegiance will be to Ortelius and not all shareholders Currently serves as a director of two public companies and five private companies, raising concerns about her capacity to meaningfully contribute to the Brookdale Board Steven Vick Previously served as President & COO and a Director of Alterra Healthcare, but left shortly prior to its bankruptcy No relevant public company experience in 20 years Unclear track record during recent leadership roles at private companies Lori Wittman Non-operational experience in real estate focused largely on financial management No operational experience in healthcare or senior living Limited exposure to seniors housing through Finance and IR roles at REITs We strongly believe it is in shareholders' best interests to NOT bring Ortelius' nominees or self-serving agenda into the boardroom. We believe that further Board change at this time will derail the Board's progress and significantly impair the Board's ability to identify a new CEO and continue executing our strategy at a critical time for the Company. Ortelius Has Made Little Effort to Better Understand Brookdale's Recent Improvementsor to Demonstrate Why Their Nominees Could Be Additive to the Board Your Board has made multiple attempts to engage with Ortelius to avoid this proxy contest. Ortelius has shown little interest in working together constructively and refused to allow the Board to even interview any of its nominees. Rather than participating in mutual problem-solving with Brookdale, Ortelius has continued issuing public attacks and demands in pursuance of its misguided campaign to take control of your Company. Ortelius apparently would rather ignore the actions Brookdale has taken to improve operating metrics and the successful execution of our key initiatives: improving operating performance, optimizing our real estate portfolio, reinvesting capital into our communities, reducing our leverage, and ensuring high-quality environments for our residents and associates. The results that we achieved in the first quarter of 2025 reflect that our actions are working and already driving shareholder value creation: Positive Adjusted Free Cash Flow2, which has typically been negative in the first quarter Adjusted EBITDA2 that exceeded internal expectations and consensus estimates 80% same community weighted average occupancy, which was sequentially flat and a key turning point towards positive cash flow generation 140 bps increase in consolidated weighted average occupancy YoY3 4.9% growth in consolidated RevPAR YoY, exceeding internal expectations 90 bps expansion in same community operating income margin YoY – delivering the highest same community operating income margin achievement in five years Ortelius' Imprecise Comparisons and Convenient Omission In criticizing the Company's performance, Ortelius omits the most obvious public company comparison, Sonida Senior Living, Inc. ("Sonida"), which Brookdale has outperformed4. Sonida is the only other publicly traded senior living operating company in the U.S. Further, Sonida has a similar portfolio mix to Brookdale with asset categories across assisted living, independent living, and memory care. Sonida's payor mix is also weighted towards private pay, which is similar to Brookdale. We believe it is telling that Ortelius makes no mention of Sonida in any of its communications to shareholders to date. Instead, Ortelius compares Brookdale to Welltower Inc. ("Welltower") and Ventas, Inc. ("Ventas"), which differ from Brookdale due to their size, scale, and product mix. Importantly, as highly diversified healthcare real estate investment trusts (REITs), Welltower and Ventas also own real estate in other areas of healthcare services and are materially larger companies than Brookdale. Shareholders should be aware that only portions of Welltower's and Ventas' portfolios are in senior housing. Notably, in the first quarter of 2025, Brookdale outperformed Welltower and Ventas in same community operating income growth and same community RevPAR growth on a sequential quarter basis. Vote the BLUE Proxy Card TODAY "FOR" ONLY Brookdale's Eight Nominees The Brookdale Board is best suited to oversee and advance the Company's strategy and initiatives, with the expertise and skills necessary to continue delivering positive financial and operational performance and driving enhanced shareholder value. Do not let Ortelius distract you from the progress the Board is making and jeopardize the long-term potential of your investment by replacing any of your highly qualified directors at this crucial time. Your Board has been open-minded and responsive to shareholder input. We do not believe the changes to the Board proposed by Ortelius are in the best interests of the Company or our shareholders. Protect the value of your investment and vote the BLUE proxy card today "FOR" ONLY Brookdale's highly qualified and experienced director nominees. Thank you for your continued support. Sincerely,The Brookdale Board of Directors YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN Whether or not you expect to attend the Annual Meeting, please promptly follow the easy instructions on your BLUE proxy card or BLUE voting instruction form to vote by phone, internet or by signing, dating, and returning the BLUE proxy card in the postage-paid envelope provided. Please simply disregard any white proxy card you may receive from Ortelius. If you have any questions or require assistance in voting your shares,please call Brookdale's proxy solicitor: INNISFREE M&A INCORPORATED Shareholders may call:+ 1 (877) 750-5838 (toll-free from the U.S. and Canada) or+1 (412) 232-3651 (from other countries) NON-GAAP FINANCIAL MEASURESThis communication mentions the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Reference to these non-GAAP financial measures is intended to aid investors in better understanding the factors and trends affecting the Company's performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. Adjusted EBITDAAdjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, legal, cost reduction, or organizational restructuring items that management does not consider as part of the Company's underlying core operating performance and that management believes impact the comparability of performance between periods. The Company believes that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by the Company's management for budgeting and other planning purposes, to review the Company's historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company's financing and capital structure and other items that management does not consider as part of the Company's underlying core operating performance and that management believes impact the comparability of performance between periods; (iii) the Company believes that this measure is used by research analysts and investors to evaluate the Company's operating results and to value companies in its industry; and (iv) the Company uses the measure for components of executive compensation. Adjusted Free Cash FlowAdjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. The Company believes that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by the Company's management for budgeting and other planning purposes, to review the Company's historic and prospective sources of operating liquidity, and to review the Company's ability to service its outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed. DEFINITIONSRevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Operating Income is defined by the Company as resident fee revenue and other operating income less facility operating expense. Operating Income does not include general and administrative expense or depreciation and amortization. Operating Income Margin is defined by the Company as Operating Income divided by resident fee revenue. Same Community information reflects operating results and data of a consistent population of communities by excluding the impact of changes in the composition of the Company's portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. The Company defines its same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition including through asset sales or lease terminations, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Same Community Operating Income is defined by the Company as resident fee revenue less facility operating expense (excluding natural disaster expense and related insurance recoveries) for the Company's Same Community portfolio. Same Community Operating Income does not include general and administrative expense or depreciation and amortization. ABOUT BROOKDALE SENIOR LIVINGBrookdale Senior Living Inc. is the nation's premier operator of senior living communities. With 647 communities across 41 states and the ability to serve approximately 58,000 residents as of March 31, 2025, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home. Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit or connect with Brookdale on Facebook or YouTube. FORWARD-LOOKING STATEMENTSCertain statements in this communication may 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 focus of the Board of Directors and management of the Company, the execution and advancement of the Company's strategy, the Company's ability to continue to successfully execute on key initiatives, deliver positive financial and operational performance and drive enhanced shareholder 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, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; the effects of senior housing construction and development, lower industry occupancy, and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where the Company is concentrated; terminations of the Company's resident agreements and vacancies in the living spaces it leases; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and functionality of the Company's information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; the Company's ability to complete its capital expenditures in accordance with its plans; the Company's ability to identify and pursue development, investment, and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; the Company's ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and the Company's ability to identify and pursue any such opportunities in the future; risks related to the implementation of the Company's strategy, including initiatives undertaken to execute on the Company's strategic priorities and their effect on its results; any resurgence or variants of the COVID-19 pandemic; limits on the Company's ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; the risks associated with tariffs and the uncertain duration of trade conflicts; disruptions in the financial markets or decreases in the appraised values or performance of the Company's communities that affect the Company's ability to obtain financing or extend or refinance debt as it matures and the Company's financing costs; the Company's ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund its planned capital projects; the effect of any non-compliance with any of the Company's debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company's non-compliance with any such agreements and the risk of loss of the Company's property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of the Company's indebtedness and long-term leases on the Company's liquidity and its ability to operate its business; increases in market interest rates that increase the costs of the Company's debt obligations; the Company's ability to obtain additional capital on terms acceptable to it; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of the Company's communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company, including putative class action complaints; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or its failure to comply with, employment-related laws and regulations; the risks associated with current global economic conditions and general economic factors on the Company and the Company's business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, tariffs, geopolitical tensions or conflicts, and uncertainty surrounding a new presidential administration, the impact of seasonal contagious illness or other contagious disease in the markets in which the Company operates; actions of activist stockholders, including as a result of the current proxy contest and any potential change of control of the Company or the Board; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), 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 communication. 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 communication 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. CONTACTS InvestorsJessica HazelVP Investor Relations(615) Media Tim Lynch / Leigh ParrishJoele Frank, Wilkinson Brimmer Katcher(212) 355-4449 1 National Association of Corporate Directors Directorship Certified(TM)2 See Non-GAAP Financial Measures below for further information3 Year over Year4 Based on Brookdale and Sonida's stock price performance over time as of 05/02/2025 (1.9% for 6-year, 5.1% for 3-year, -12.1% for 1-year and 30.8% YTD performance for Brookdale and -58.4% for 6-year, -21.5% for 3-year, -27.9% for 1-year and 4.3% YTD performance for Sonida) View original content to download multimedia: SOURCE Brookdale Senior Living Inc. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
4 days ago
- Business
- Business Wire
Chevron Updates Stockholders at Annual Meeting
HOUSTON--(BUSINESS WIRE)--Chevron Corporation (NYSE: CVX) today provided an overview of the company's business performance and plans at its Annual Meeting of Stockholders. The meeting highlighted the company's strong performance and consistent strategy, with stockholders showing their support by voting in favor of the full slate of Directors and with the company's recommendations on all matters to be voted upon. 'Our strong performance in 2024 and through the first quarter reflects strong project execution and cost and capital discipline,' said Mike Wirth, Chevron's chairman and chief executive officer. 'We appreciate the confidence our stockholders have shown in our governance and performance and look forward to continuing to deliver industry-leading value.' Stockholders voted on seven items. As reported during the meeting, the preliminary report of the Inspector of Elections was as follows: Item 1: An average of 97% of the votes cast were voted for the 12 nominees for election to the Board of Directors. Item 2: Approximately 96% of the votes cast were for the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2025. Item 3: Approximately 94% of the votes cast were voted in support of named executive officer compensation. Item 4: Approximately 63% of the outstanding shares were voted for the proposal to amend the company's Restated Certificate of Incorporation to provide for officer exculpation. Item 5: Approximately 89% of the votes cast were voted against the proposal to commission a third-party report on human rights practices. Item 6: Approximately 98% of the votes cast were voted against the proposal to report on renewable energy stranded asset risks. Item 7: Approximately 75% of the votes cast were voted against the proposal to allow holders of 10% of our common stock to call special meetings. Over 1.4 billion shares were represented at this meeting – or approximately 85% of Chevron's outstanding common stock were present by proxy. Final voting results on all agenda items will be posted at after they have been reported on a Form 8-K, which will be filed with the U.S. Securities and Exchange Commission. Specific information about the proposals presented before Chevron stockholders at the 2025 Annual Meeting of Stockholders may be found in the 2025 Proxy Statement, which is available in the 'Investors' section of the company's website under 'Corporate Governance.' Chevron is one of the world's leading integrated energy companies. We believe affordable, reliable and ever-cleaner energy is essential to enabling human progress. Chevron produces crude oil and natural gas; manufactures transportation fuels, lubricants, petrochemicals and additives; and develops technologies that enhance our business and the industry. We aim to grow our oil and gas business, lower the carbon intensity of our operations and grow new businesses in renewable fuels, carbon capture and offsets, hydrogen, power generation for data centers, and emerging technologies. More information about Chevron is available at NOTICE As used in this news release, the term 'Chevron' and such terms as 'the company,' 'the corporation,' 'our,' 'we,' 'us' and 'its' may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or to all of them taken as a whole. All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs. Please visit Chevron's website and Investor Relations page at and LinkedIn: Twitter: @Chevron, Facebook: and Instagram: where Chevron often discloses important information about the company, its business, and its results of operations. CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF 'SAFE HARBOR' PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This news release contains forward-looking statements relating to Chevron's operations, assets, and strategy that are based on management's current expectations, estimates, and projections about the petroleum, chemicals, and other energy-related industries. Words or phrases such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'targets,' 'advances,' 'commits,' 'drives,' 'aims,' 'forecasts,' 'projects,' 'believes,' 'approaches,' 'seeks,' 'schedules,' 'estimates,' 'positions,' 'pursues,' 'progress,' 'design,' 'enable,' 'may,' 'can,' 'could,' 'should,' 'will,' 'budgets,' 'outlook,' 'trends,' 'guidance,' 'focus,' 'on track,' 'trajectory,' 'goals,' 'objectives,' 'strategies,' 'opportunities,' 'poised,' 'potential,' 'ambitions,' 'future,' 'aspires' and similar expressions, and variations or negatives of these words, are intended to identify such forward-looking statements, but not all forward-looking statements include such words. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and other factors, many of which are beyond the company's control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, Chevron undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil and natural gas prices and demand for the company's products, and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; technological advancements; changes to government policies in the countries in which the company operates; public health crises, such as pandemics and epidemics, and any related government policies and actions; disruptions in the company's global supply chain, including supply chain constraints and escalation of the cost of goods and services; changing economic, regulatory and political environments in the various countries in which the company operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine, the conflict in the Middle East and the global response to these hostilities; changing refining, marketing and chemicals margins; the company's ability to realize anticipated cost savings and efficiencies associated with enterprise structural cost reduction initiatives; actions of competitors or regulators; timing of exploration expenses; changes in projected future cash flows; timing of crude oil liftings; uncertainties about the estimated quantities of crude oil, natural gas liquids and natural gas reserves; the competitiveness of alternate-energy sources or product substitutes; pace and scale of the development of large carbon capture and offset markets; the results of operations and financial condition of the company's suppliers, vendors, partners and equity affiliates; the inability or failure of the company's joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of the company's operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the company's control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes undertaken or required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures related to greenhouse gas emissions and climate change; the potential liability resulting from pending or future litigation; the risk that regulatory approvals and clearances related to the Hess Corporation (Hess) transaction are not obtained or are not obtained in a timely manner or are obtained subject to conditions that are not anticipated by the company and Hess; potential delays in consummating the Hess transaction, including as a result of the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement; risks that such ongoing arbitration is not satisfactorily resolved and the potential transaction fails to be consummated; uncertainties as to whether the potential transaction, if consummated, will achieve its anticipated economic benefits, including as a result of risks associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the potential transaction that are not waived or otherwise satisfactorily resolved; the company's ability to integrate Hess' operations in a successful manner and in the expected time period; the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period; the company's future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government mandated sales, divestitures, recapitalizations, taxes and tax audits, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; higher inflation and related impacts; material reductions in corporate liquidity and access to debt markets; changes to the company's capital allocation strategies; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; the company's ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under the heading 'Risk Factors' on pages 20 through 27 of the company's 2024 Annual Report on Form 10-K and in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this news release could also have material adverse effects on forward-looking statements.
Business Wire
22-05-2025
- Business
- Business Wire
Land & Buildings Comments on Preliminary Results of National Health Investors Annual Meeting
STAMFORD, Conn.--(BUSINESS WIRE)--Land & Buildings Investment Management, LLC (together with its affiliates, 'Land & Buildings'), a significant stockholder of National Health Investors, Inc. (NYSE: NHI) ('NHI' or the 'Company'), issued the following statement in connection with the Company's 2025 Annual Meeting of Stockholders (the '2025 Annual Meeting'). 'We want to thank our fellow stockholders and the leading proxy advisory firms for their support and dialogue throughout this campaign. Based on preliminary results, Land & Buildings fell just short of gaining a board seat for its nominees, with a margin of about 1% of the outstanding shares. While we are disappointed with the outcome, we recognize the Company has made improvements in direct response to our engagement. However, we continue to believe further change is warranted – underscored by the fact that our nominees received the support of at least 60% of unaffiliated stockholders of NHI and National Healthcare Corp. (NHC) who voted at the 2025 Annual Meeting. Land & Buildings is hopeful that the message has been received, and that we will see further improvements to NHI's governance and performance. We will be keeping a close eye on the NHC lease renewal negotiation and future capital allocation decisions to ensure management is empowered to maximize value. We will not hesitate to hold the Company accountable moving forward, including, if necessary, by taking our concerns directly to stockholders again.'
