Attached files
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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)
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January
19, 2010 (January 12, 2010)
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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
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001-32641
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20-3068069
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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111
Westwood Place, Suite 200, Brentwood, Tennessee
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37027
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(Address
of principal executive offices)
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(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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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) On
January 12, 2010, the Board of Directors of Brookdale Senior Living Inc. (the
“Company”) increased the size of the Board of Directors from eight (8) to nine
(9) members and elected W.E. Sheriff, the Company’s Chief Executive Officer, as
a Class I director, to serve until the Company’s 2011 Annual Meeting of
Stockholders and until his successor is duly elected and
qualified. At the present time, it is anticipated that Mr. Sheriff
will not serve on a Board committee.
The
information required by Item 404(a) of Regulation S-K with respect to Mr.
Sheriff and information regarding Mr. Sheriff’s compensation arrangements as
Chief Executive Officer were included in the Company’s Proxy Statement filed
with the Securities and Exchange Commission (the “Commission”) on May 14,
2009. Additional information regarding Mr. Sheriff’s compensation
arrangements as Chief Executive Officer was included in the Company’s Current
Report on Form 8-K filed with the Commission on June 26, 2009. Mr.
Sheriff’s amended and restated Employment Agreement and Restricted Stock Unit
Agreement were also filed as Exhibits 10.1 and 10.2 to such Current Report on
Form 8-K. Mr. Sheriff will not receive any additional compensation
for service as a member of the Company’s Board of Directors.
Item
5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On January 12, 2010, the Company
amended its Amended and Restated Certificate of Incorporation to effectuate an
increase in the authorized number of directors from not more than eight (8)
members to not more than nine (9) members. The amendment had
previously been approved by the Company’s Board of Directors and by shareholders
holding a majority of the total number of shares of the Company’s outstanding
common stock entitled to vote in the election of directors. The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the full text of the Certificate of Amendment to the
Amended and Restated Certificate of Incorporation of the Company, which is filed
as Exhibit 3.1 to this Current Report and is incorporated herein by
reference.
On January 12, 2010, the Board of
Directors of the Company adopted a corresponding amendment to Article III,
Section 2 of the Company’s Amended and Restated Bylaws to provide that the Board
of Directors shall consist of not less than three (3) or more than nine (9)
members. Previously, the Bylaws provided that the Board of Directors
would consist of not less than three (3) or more than eight (8)
members. The foregoing description does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amended
and Restated Bylaws of the Company (as amended), which is filed as Exhibit 3.2
to this Current Report and is incorporated herein by reference.
Section
9 — Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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3.1
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Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
the Company, dated as of January 12, 2010
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3.2
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Amended
and Restated Bylaws of the Company, as amended January 12,
2010
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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:
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January
19, 2010
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By:
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/s/
T. Andrew Smith
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Name:
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T.
Andrew Smith
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Title:
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Executive
Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Exhibit
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3.1
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Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
the Company, dated as of January 12, 2010
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3.2
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Amended
and Restated Bylaws of the Company, as amended January 12,
2010
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