form8-k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported)
  
June 18, 2010 (June 15, 2010)


Brookdale Senior Living Inc.
(Exact name of registrant as specified in its charter)


Delaware
001-32641
20-3068069
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
Identification No.)
     
     
111 Westwood Place, Suite 400, Brentwood, Tennessee
37027
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code
  
(615) 221-2250
 
 
 
(Former name or former address, if changed since last report.)
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
Section 5 — Corporate Governance and Management
 
Item 5.07     Submission of Matters to a Vote of Security Holders.
 
(a)      Brookdale Senior Living Inc. (the “Company”) held its annual meeting of stockholders on June 15, 2010.

(b)      Jackie M. Clegg, Tobia Ippolito and James R. Seward were reelected as Class II directors at the annual meeting, to hold office for a term of three years and until their respective successors are duly elected and qualified.  The terms of office of the following directors continued after the annual meeting:  Frank M. Bumstead, Wesley R. Edens, Jeffrey R. Leeds, Mark J. Schulte, W.E. Sheriff and Dr. Samuel Waxman.

The following votes were taken in connection with the election of directors at the annual meeting:

 
Director Nominees
  
Votes
For
  
Withhold
Authority
  
Broker
Non-Votes
Jackie M. Clegg
  
91,827,386
  
4,338,514
  
6,236,862
Tobia Ippolito
  
95,634,760
  
531,140
  
6,236,862
James R. Seward
  
92,194,288
  
3,971,612
  
6,236,862

The proposal to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2010 fiscal year was approved. The following votes were taken in connection with the proposal:

 
Proposal
  
 
Votes For
  
 
Votes Against
  
 
Abstentions
  
Broker
Non-Votes
Ratification of the Audit Committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal 2010
  
 
98,989,663
  
 
3,361,821
  
 
51,278
  
 
—
 

 
 
 

 
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.

   
BROOKDALE SENIOR LIVING INC.
     
     
Date:
June 18, 2010
  
By:
  
/s/ T. Andrew Smith
   
Name:
T. Andrew Smith
   
Title:
Executive Vice President, General Counsel and Secretary