Brookdale Senior Living Inc.

06/24/2026 | Press release | Distributed by Public on 06/24/2026 14:22

Proxy Results, Regulation FD Disclosure, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 22, 2026, Jordan R. Asher's term as a member of the Board of Directors (the "Board") of Brookdale Senior Living Inc. (the "Company") expired at the Company's 2026 annual meeting of stockholders held on June 22, 2026 (the "Annual Meeting"). As previously disclosed, Dr. Asher had provided notice to the Board that he would not be standing for re-election at the Annual Meeting. His decision to not stand for re-election to the Board 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, or practices.
The information set forth in Item 7.01 of this report is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting on June 22, 2026. 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 Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the "Proxy Statement").
(b) Proposal 1: Stockholders elected Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, Nikolas W. Stengle, Denise W. Warren, Lee S. Wielansky, and C. Christian Winkle as directors, each to hold office for a one-year term expiring at the 2027 annual meeting of stockholders. Each such nominee received a majority of the 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 Against Abstentions Broker Non-Votes
Claudia N. Drayton 183,615,288 7,976,363 9,199 12,291,692
Mark Fioravanti 190,864,280 727,525 9,045 12,291,692
Victoria L. Freed 188,646,454 2,945,736 8,660 12,291,692
Joshua Hausman 190,178,734 1,382,125 39,991 12,291,692
Elizabeth B. Mace 190,262,824 896,799 441,227 12,291,692
Nikolas W. Stengle 190,915,539 676,350 8,961 12,291,692
Denise W. Warren 188,194,936 3,395,669 10,245 12,291,692
Lee S. Wielansky 188,249,513 3,321,152 30,185 12,291,692
C. Christian Winkle 190,890,820 655,015 55,015 12,291,692
Proposal 2: 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
185,229,055 5,611,078 760,717 12,291,692
Proposal 3: Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026. The following votes were taken in connection with the proposal:
Votes For Votes Against Abstentions Broker Non-Votes
200,410,558 3,466,287 15,697 -
Item 7.01 Regulation FD Disclosure.
As part of ordinary course succession planning, Denise W. Warren stepped down as Non-Executive Chairman of the Board of the Company, and the Board appointed Mark Fioravanti as the Non-Executive Chairman of the Board, each effective immediately following the conclusion of the Annual Meeting. Ms. Warren will continue serving as an independent director.
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