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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) | | May 13, 2019 (May 13, 2019) |
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| Brookdale Senior Living Inc. |
| (Exact name of registrant as specified in its charter) |
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| 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 400, Brentwood, Tennessee | 37027 |
| (Address of principal executive offices) | (Zip Code) |
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| 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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| ☐ | 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)) |
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. ☐
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 |
| Common Stock, $0.01 Par Value Per Share | BKD | New York Stock Exchange |
Section 5 - Corporate Governance and Management
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On May 13, 2019, Jackie M. Clegg, a member of the Board of Directors (the “Board”) of Brookdale Senior Living Inc. (the “Company”), informed the Company that she will not stand for re-election and will retire as a director at the Company’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”). Ms. Clegg has served on the Board since November 2005 and is currently serving as a Class II director with a term that will end concurrent with the 2019 Annual Meeting. The decision by Ms. Clegg to retire reflects her desire to devote more of her time and efforts to other commitments and activities.
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: | May 13, 2019 | | By: | | /s/ Chad C. White |
| | | Name: | Chad C. White |
| | | Title: | Executive Vice President, General Counsel and Secretary |
