Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 54K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 14K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 14K
4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 188K
5: EX-10.1 Material Contract HTML 112K
11: R1 Document and Entity Information Document HTML 51K
14: XML IDEA XML File -- Filing Summary XML 13K
12: XML XBRL Instance -- bkdq4form8-k10292019cl_htm XML 16K
13: EXCEL IDEA Workbook of Financial Reports XLSX 6K
7: EX-101.CAL XBRL Calculations -- bkd-20191029_cal XML 7K
8: EX-101.DEF XBRL Definitions -- bkd-20191029_def XML 9K
9: EX-101.LAB XBRL Labels -- bkd-20191029_lab XML 72K
10: EX-101.PRE XBRL Presentations -- bkd-20191029_pre XML 39K
6: EX-101.SCH XBRL Schema -- bkd-20191029 XSD 16K
15: JSON XBRL Instance as JSON Data -- MetaLinks 13± 20K
16: ZIP XBRL Zipped Folder -- 0001332349-19-000109-xbrl Zip 72K
Registrant's telephone number, including area code
i(615)
i221-2250
(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):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.01 Par Value Per Share
iBKD
iNew
York Stock Exchange
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 i☐
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. ☐
Section 3 - Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security Holders
The information set forth
in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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 October 29, 2019, Jackie M. Clegg and James R. Seward retired from the Board of Directors (the "Board") of Brookdale Senior Living Inc. (the "Company") upon the expiration of their terms
as Class II directors at the conclusion of the Company's 2019 annual meeting of stockholders held on October 29, 2019 (the "Annual Meeting"). As previously disclosed, Ms. Clegg and Mr. Seward had provided notice to the Board that they would not be standing for re-election at the Annual Meeting. Their retirements from the Board were 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.
(e)
At
the Annual Meeting, stockholders of the Company approved the adoption of the Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (the “Plan”), which was previously approved by the Board.
A summary of the Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 18, 2019 (the “Proxy Statement”), under the section entitled “Proposal 6: Approval of Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan” beginning on page 77. The summary of the Plan in the Proxy Statement is qualified in its entirety by reference
to the full text of the Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Amended
Article Eleven of the Certificate of Incorporation so that the Class II directors elected at the Annual Meeting were elected for a one-year term expiring at the 2020 annual meeting of stockholders instead of a two-year term expiring at the 2021 annual meeting of stockholders (“Charter Amendment No. 1”); and
•
Amended Article Eleven of the Certificate of Incorporation to remove from it the plurality voting standard for director elections (“Charter Amendment No. 2” and together with Charter Amendment No. 1,
the “Charter Amendments”) to facilitate the Board’s implementation of a majority voting standard in uncontested director elections through an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”).
In connection with the Board's adoption of the Charter Amendments, the Board conditionally approved amendments to Section 2 of Article III of the Bylaws in order to conform the Bylaws to the changes
that would be made to the Certificate of Incorporation by the Charter Amendments, including the implementation of a majority voting standard in uncontested director elections, subject in each case to approval of such Charter Amendments by stockholders at the Annual Meeting and the filing and effectiveness of the Certificates of Amendment with the Secretary of State of the State of Delaware. The Board approved the implementation of such amendments to the Bylaws by means of amending and restating the bylaws effective October 29, 2019 following the filing and effectiveness of the Certificates of Amendment (as amended, the "Amended and Restated Bylaws").
The foregoing descriptions of the Certificates of Amendment and the Amended and Restated Bylaws are only summaries thereof and are qualified in their entirety by reference to, and should be read in conjunction with, the full text of the Certificates of Amendment filed herewith as Exhibit 3.1 and Exhibit 3.2, and the Amended and Restated Bylawsfiled herewith as Exhibit 3.3, each of which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2019 annual meeting of stockholders on October 29, 2019. Set forth below is information concerning each matter submitted to a vote at the Annual Meeting, including the final voting results. Each such matter is described in detail in the Proxy Statement.
Proposal
1: Stockholders elected Victoria L. Freed and Guy P. Sansone as Class II directors, to hold office for a term of one year and until their respective successors are duly elected and qualified. Each such nominee received a majority of votes cast in his or her election. The following votes were taken in connection with the election of directors at the Annual Meeting:
Director Nominees
Votes For
Votes
Withheld
Broker
Non-Votes
Victoria L. Freed
154,238,991
8,325,172
4,009,231
Guy P. Sansone
161,992,864
571,299
4,009,231
The
terms of office of the following directors continued after the annual meeting: Lucinda M. Baier, Marcus E. Bromley, Frank M. Bumstead, Rita Johnson-Mills, Denise W. Warren, and Lee S. Wielansky.
Proposal 2: Stockholders approved Charter Amendment No. 1. The following votes were taken in connection with the proposal:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
162,192,605
265,711
105,847
4,009,232
Proposal
3: Stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The following votes were taken in connection with the proposal:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
153,117,132
9,222,554
224,476
4,009,233
Proposal
4: Stockholders approved the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for 2019. The following votes were taken in connection with the proposal:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
159,643,989
6,830,603
98,803
—
Proposal
5: Stockholders approved Charter Amendment No. 2. The following votes were taken in connection with the proposal:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
162,140,203
312,480
111,479
4,009,232
Proposal
6: Stockholders approved the Plan. The following votes were taken in connection with the proposal:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
