Brookdale Senior Living Inc. (NYSE:BKD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Brookdale Senior Living Inc. (NYSE:BKD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On March 5, 2017, the Board of Directors (the “Board”) of
Brookdale Senior Living Inc. (the “Company”) approved and
adopted amendments to the Company’s Amended and Restated Bylaws
(the “Bylaws”). The amendments to the Bylaws include an
adjustment to the time period during which stockholders, who
comply with the requirements set forth in the Bylaws, may submit
director nominations and other proposed business to be considered
at an annual meeting of stockholders if the date of the annual
meeting is more than 25 days before or after the anniversary date
of the prior year’s annual meeting. As amended, the Bylaws
provide that if the date of the annual meeting is more than 25
days before or after the anniversary date of the prior year’s
annual meeting, a stockholder’s notice of nomination or other
proposed business to the advance notice provisions must be
received at the principal executive offices of the Company not
earlier than the close of business on the 90th day prior to the
annual meeting and not later than the close of business on the
later of the 60th day prior to the annual meeting or the tenth
day following the day on which the date of the annual meeting is
announced. The amendments also, among other things: (i) provide
that if the Chairman of the Board or the Chief Executive Officer
is not present to serve as chairman of a meeting of stockholders,
the Board may designate a chairman; (ii) provide that the voting
standard for all matters submitted to the stockholders (other
than where a different or minimum vote is required by the
Certificate of Incorporation, the Bylaws, or the rules, laws or
regulations applicable to the Company or its securities) is the
vote of the holders of a majority of the total number of votes of
the Company’s capital stock represented at the meeting and
entitled to vote on the matter; (iii) articulate the Board’s
authority to postpone, reschedule, adjourn or cancel a meeting of
stockholders that had previously been scheduled by the Board;
(iv) remove provisions that are no longer applicable to the
Company; and (v) clarify that the chairman of the meeting of
stockholders has authority to convene, recess or adjourn the
meeting. The amendments to the Bylaws include other changes
intended to clarify and conform various provisions of the Bylaws
to the General Corporation Law of the State of Delaware and to
other provisions of the Bylaws.
The foregoing summary of the amendments 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 3.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Section 8 Other Events
Item 8.01 Other Events.
On March 5, 2017, the Board scheduled the Company’s 2017 annual
meeting of stockholders (the “2017 Annual Meeting”) for July
24, 2017, which represents a change of more than 25 days from the
anniversary date of the Company’s 2016 annual meeting of
stockholders held on June 13, 2016. As a result, the deadlines
for stockholders to submit proposals and nominations of directors
as set forth in the Company’s definitive proxy statement for the
Company’s 2016 annual meeting of stockholders are no longer
effective.
Under the Company’s Bylaws (as amended), in order for
stockholder proposals, including director nominations, to be
presented at the 2017 Annual Meeting (other than by means of
inclusion in the proxy materials under Rule 14a-8 described
below), the Company must have received proper notice at the
Company’s principal executive offices not earlier than the close
of business on April 25, 2017 and not later than the close of
business on May 25, 2017, addressed to the Secretary of the
Company at “Attention: Secretary, Brookdale Senior Living Inc.,
111 Westwood Place, Suite 400, Brentwood, Tennessee 37027”. The
notice must include all of the information required by the
Company’s Bylaws (as amended).
Stockholder proposals intended for inclusion in the Company’s
definitive proxy statement for the 2017 Annual Meeting to Rule
14a-8 under the Securities Exchange Act of 1934, as amended, must
be received at the Company’s principal executive offices no
later than March 27, 2017 (which the Company believes is a
reasonable time before the Company begins to print and send its
proxy materials), addressed to the Secretary of the Company at
“Attention: Secretary, Brookdale Senior Living Inc., 111
Westwood Place, Suite 400, Brentwood, Tennessee 37027.”
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
3.1
Amended and Restated Bylaws of Brookdale Senior Living
Inc., as amended March 5, 2017


About Brookdale Senior Living Inc. (NYSE:BKD)

Brookdale Senior Living Inc. operates senior living communities in the United States. The Company operates independent living, assisted living and dementia-care communities, and continuing care retirement centers (CCRCs). It operates through five segments: Retirement Centers; Assisted Living; CCRCs-Rental; Brookdale Ancillary Services and Management Services. The Retirement Centers segment includes owned or leased communities for middle to upper income seniors. The Assisted Living segment includes owned or leased communities that offer housing and round the clock assistance with activities of daily life to mid-acuity frail and elderly residents. The CCRCs-Rental segment includes leased communities that offer living arrangements to accommodate physical ability and health. The Brookdale Ancillary Services segment includes outpatient therapy, home health and hospice services, as well as education and wellness programs. The Management Services segment includes communities operated by it.

Brookdale Senior Living Inc. (NYSE:BKD) Recent Trading Information

Brookdale Senior Living Inc. (NYSE:BKD) closed its last trading session down -0.97 at 13.16 with 8,619,747 shares trading hands.

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