Current Report Filing (8-k)
21 Junho 2022 - 05:36PM
Edgar (US Regulatory)
0001332349false00013323492022-06-212022-06-21
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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FORM |
8-K |
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934 |
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Date of Report (Date of earliest event reported) |
June 21, 2022 |
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Brookdale Senior Living Inc. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-32641 |
20-3068069 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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111 Westwood Place, |
Suite 400, |
Brentwood, |
Tennessee |
37027 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code |
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(615) |
221-2250 |
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(Former name or former address, if changed since last
report.) |
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see
General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 Par Value Per Share |
BKD |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security
Holders
Brookdale Senior Living Inc. (the "Company") held its 2022 annual
meeting of stockholders on June 21, 2022 (the "Annual Meeting").
Set forth below is information concerning each matter submitted to
a vote at the Annual Meeting, including the final voting results.
Each such matter is described in detail in the Company's definitive
proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on May 2, 2022 (the "Proxy
Statement").
Proposal 1:
Stockholders elected Jordan R. Asher, Lucinda M. Baier, Marcus E.
Bromley, Frank M. Bumstead, Victoria L. Freed, Rita Johnson-Mills,
Guy P. Sansone, Denise W. Warren, and Lee S. Wielansky as
directors, each to hold office for a one-year term expiring at the
2023 annual meeting of stockholders. Each such nominee received a
majority of votes cast in his or her election. The following votes
were taken in connection with the election of directors at the
Annual Meeting:
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Director Nominees |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Jordan R. Asher |
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153,832,331 |
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812,357 |
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54,281 |
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10,876,909 |
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Lucinda M. Baier |
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153,904,066 |
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769,962 |
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24,941 |
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10,876,909 |
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Marcus E. Bromley |
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153,756,876 |
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921,306 |
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20,787 |
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10,876,909 |
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Frank M. Bumstead |
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151,635,795 |
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3,034,975 |
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28,199 |
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10,876,909 |
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Victoria L. Freed |
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152,128,834 |
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2,550,096 |
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20,039 |
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10,876,909 |
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Rita Johnson-Mills |
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152,182,834 |
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2,082,530 |
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433,605 |
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10,876,909 |
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Guy P. Sansone |
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148,441,275 |
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6,228,495 |
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29,199 |
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10,876,909 |
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Denise W. Warren |
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153,580,514 |
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1,095,438 |
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23,017 |
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10,876,909 |
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Lee S. Wielansky |
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153,766,655 |
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904,131 |
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28,183 |
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10,876,909 |
Proposal 2:
Stockholders approved, on an advisory basis, the compensation paid
to the Company's named executive officers, as disclosed in the
Proxy Statement. The following votes were taken in connection with
the proposal:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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135,120,450 |
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19,480,803 |
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97,716 |
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10,876,909 |
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Proposal 3:
Stockholders approved the ratification of the appointment of Ernst
& Young LLP as the Company's independent registered public
accounting firm for 2022. The following votes were taken in
connection with the proposal:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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159,201,299 |
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6,333,646 |
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40,933 |
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— |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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BROOKDALE SENIOR LIVING INC. |
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Date: |
June 21, 2022 |
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By: |
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/s/ Chad C. White |
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Name: |
Chad C. White |
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Title: |
Executive Vice President, General Counsel and Secretary |
Brookdale Senior Living (NYSE:BKD)
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