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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) | | April 12, 2017 (April 10, 2017) |
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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)) |
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
(b) On April 10, 2017, Mark J. Parrell submitted notice that he will resign from the Board of Directors (the “Board”) of Brookdale Senior Living Inc. (the “Company”) effective at the close of business on July 24, 2017 (the currently scheduled date of the Company’s 2017 annual meeting of stockholders) to dedicate more time to other professional commitments. Mr. Parrell’s resignation was not due to any disagreement with the Company, the Board or the management of the Company on any matter relating to the Company’s operations, policies, practices or otherwise.
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
On April 12, 2017, the Company issued a press release announcing Mr. Parrell’s resignation, a copy of which is furnished herewith as Exhibit 99.1. The press release shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered "filed" or incorporated by reference therein
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(d) | | Exhibits |
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99.1 | | Press Release dated April 12, 2017 |
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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: | April 12, 2017 | | By: | | /s/ Chad C. White |
| | Name: | Chad C. White |
| | Title: | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit No. | | Exhibit |
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99.1 | | Press Release dated April 12, 2017 |
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