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) | | November 10, 2008 (November 4, 2008) |
| 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.) |
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| 111 Westwood Place, Suite 200, Brentwood, Tennessee | 37027 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | | (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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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) In order to fill the vacancy created by the resignation of Jeffrey G. Edwards, on November 4, 2008, the Board of Directors of Brookdale Senior Living Inc. (the “Company”) elected James R. Seward as a Class II director, to serve until the Company’s 2010 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Seward has also been appointed to serve as a member of the Company’s Audit Committee.
There are no transactions, relationships or arrangements involving Mr. Seward that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. A description of the compensation payable to members of the Company’s Board of Directors generally was included in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2008.
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. |
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| Date: | November 10, 2008 | | By: | | /s/ T. Andrew Smith |
| | | Name: | T. Andrew Smith |
| | | Title: | Executive Vice President, General Counsel and Secretary |
