8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 23, 2013

Capital Senior Living Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-13445	75-2678809
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14160 Dallas Parkway Suite 300 Dallas, Texas	75254
(Address of Principal Executive Offices)	(Zip Code)

(972) 770-5600

(Registrant’s Telephone Number, Including Area Code)

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Capital Senior Living Corporation (the “Company”) held on May 23, 2013, Proposals 1, 2, 3 and 4 were approved by the Company’s stockholders and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the definitive proxy statement (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 18, 2013. At the Annual Meeting, the holders of 27,097,821 shares of the Company’s common stock, which represents approximately 95% of the shares of the Company’s common stock outstanding and entitled to vote as of the record date for the Annual Meeting of March 25, 2013, were represented in person or by proxy. The voting results of the Annual Meeting are set forth below.

Proposal 1 – Election of Directors – The Company’s stockholders elected James A. Moore, Philip A. Brooks and Ronald A. Malone to each serve as a director of the Company for three-year terms expiring in 2016. The voting results for each of these individuals were as follows:

Director	Votes “FOR”		Votes “WITHELD”		Broker Non-Votes
James A. Moore		22,673,460		456,536		3,967,825
Philip A. Brooks		22,867,415		262,581		3,967,825
Ronald A. Malone		22,867,715		262,281		3,967,825

Proposal 2 – Ratification of the Appointment of the Company’s Independent Auditors – The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors. The voting results were 27,055,581 shares “FOR,” 28,780 shares “AGAINST,” and 13,460 abstentions.

Proposal 3 – Advisory Vote on Executive Compensation – The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC. The voting results were 22,526,156 shares “FOR,” 428,072 shares “AGAINST,” 175,768 abstentions, and 3,967,825 broker non-votes.

Proposal 4 – Approval of Amendment to the Company’s Rights Agreement – The Company’s stockholders approved the First Amendment to Rights Agreement, dated March 5, 2013, between the Company and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services, LLC), as Rights Agent. The voting results were 15,258,950 shares “FOR,” 7,849,799 shares “AGAINST,” 21,247 abstentions, and 3,967,825 broker non-votes.

Item 7.01 Regulation FD Disclosure.

On May 28, 2013, the Company issued a press release announcing the launch of its new branding strategy that involves an integrated marketing program inclusive of a refreshed corporate logo, enhanced marketing content, new responsive website and a new color palette and image scheme. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on

Form 8-K.

Attached hereto as Exhibit 99.2 is an updated slideshow presentation of the Company.

The information being furnished under Item 7.01, Exhibit 99.1, and Exhibit 99.2 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The press release and the presentation contain, and may implicate, forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

In the presentation, the Company’s management utilized non-GAAP financial measures to describe the Company’s adjusted EBITDAR, adjusted CFFO, adjusted CFFO per share and other items. These non-GAAP financial measures are used by management to evaluate financial performance and resource allocation for its facilities and for the Company as a whole. These measures are commonly used as an analytical indicator within the senior housing industry, and also serve as a measure of leverage capacity and debt service ability. The Company has provided this information in order to enhance investors overall understanding of the Company’s financial performance and prospects. In addition, because the Company has historically provided this type of information to the investment community, the Company believes that including this information provides consistency in its financial reporting.

These non-GAAP financial measures should not be considered as measures of financial performance under generally accepted accounting principles, and items excluded from them are significant components in understanding and assessing financial performance. These measures should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing, or financing activities, earnings per share or other financial statement data presented in the consolidated financial statements as an indicator of financial performance or liquidity. Because these measures are not measurements determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, these measures as presented may not be comparable to other similarly titled measures of other companies.

By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information is required by Regulation FD or that the information was material or non-public before the disclosure. The Company assumes no obligation to update or supplement forward-looking statements in this presentation that become untrue because of new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

*99.1 Press Release dated May 28, 2013.

*99.2 Capital Senior Living Corporation Updated Slideshow Presentation.

* These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01.

SIGNATURES

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.

Date: May 28, 2013	Capital Senior Living Corporation
	By:	/s/ David R. Brickman
	Name:	David R. Brickman
	Title:	Senior Vice President and
		General Counsel and Secretary

EXHIBIT INDEX

*99.1	Press Release dated May 28, 2013.
*99.2	Capital Senior Living Corporation Updated Slideshow Presentation.

* These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01.

EX-99.1

Exhibit 99.1

PRESS CONTACT: Ralph A. Beattie, Chief Financial Officer Phone: 1-972-770-5600

FOR IMMEDIATE RELEASE

Capital Senior Living Launches New Branding Strategy

and New Responsive Website

Website for senior living company includes easy-to-use search function, driving directions, blog

Dallas, TX – (BUSINESS WIRE)—May 28, 2013 – Capital Senior Living Corporation (the “Company”) (NYSE:CSU), one of the country’s largest operators of senior living communities, today announced the launch of its new branding strategy that involves an integrated marketing program inclusive of a refreshed corporate logo, enhanced marketing content, new responsive website and a new color palette and image scheme. A new responsive website was designed to make searching for senior living services easier than ever.

The complete makeover of the company’s branding strategy and site unites the company’s 102 communities, located in geographically concentrated regions, under one new corporate identity and facilitates the assimilation of newly-acquired communities in a consistent manner.

Capital Senior Living Corporation’s new responsive website, found at www.capitalsenior.com, was designed to make searching for Independent Living, Assisted Living and Memory Care services easier than ever. Visitors to the website will find easy-to-use pull-down menus to make searching for a senior care community simple and informative. Users will learn about apartment and community features that make a property unique as well as planning resources and funding solutions for families. The site can be utilized not only on personal computers but also on mobile and tablet devices which have become popular tools to search for senior care. New sections include a calendar of activities specific to each community and blog posts highlighting our chefs, news on senior health-related issues and tips for families, detailed maps and directions to our communities and more.

“Our new branding strategy and our new website solidify our commitment in ensuring value to our residents providing quality senior living services at reasonable prices,” said Lawrence A. Cohen, Chief Executive Officer of the Company. “While our website has undergone a dramatic visual change to make it easier to navigate, we also are providing our residents, their families and future residents with more quality content to help them view the inter-workings of our communities.”

Visitors to the site also can:

• Read content about a community’s features, services, amenities and dining options.

• Take a sneak peek inside a community with new floor plans; a gallery of photos showing common areas, the dining room, exterior features and apartment interiors; and a video set to calming music.

• Search for communities quickly, with our new comprehensive “Find a Community” platform that allows users to search for communities by location and by level of service needed.

About Capital Senior Living

Capital Senior Living Corporation is one of the nation’s largest operators of residential communities for senior adults. Our operating strategy is to provide value to residents by providing quality senior living services at reasonable prices. Its communities emphasize a continuum of care, which integrates independent living, assisted living and home care services, to provide residents the opportunity to age in place. During the first quarter of 2013, we operated 102 senior living communities in geographically concentrated regions with an aggregate capacity of approximately 13,700 residents.

For information about Capital Senior Living, visit www.capitalsenior.com.

Contact Ralph A. Beattie, Chief Financial Officer, at 972-770-5600 for more information.

EX-99.2

Exhibit 99.2

Forward-Looking Statements The forward-looking statements in this presentation are subject to certain risks and uncertainties that could cause results to differ materially, including, but not without limitation to, the Company's ability to complete the refinancing of certain of our wholly owned communities, realize the anticipated savings related to such financing, find suitable acquisition properties at favorable terms, financing, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing conditions such as those pertaining to licensures, availability of insurance at commercially reasonable rates and changes in accounting principles and interpretations among others, and other risks and factors identified from time to time in our reports filed with the Securities and Exchange Commission The Company assumes no obligation to update or supplement forward-looking statements in this presentation that become untrue because of new information, subsequent events or otherwise. 2

Investment Highlights Value leader in providing quality seniors housing and care at reasonable prices Well positioned to make meaningful gains in shareholder value Substantially all private pay with strong cash flow generation Industry benefits from need-driven demand, limited new supply and improving housing market Achieving solid growth in occupancy, revenue and net operating income Executing on disciplined accretive growth initiatives through acquisitions and conversions to higher levels of care Solid balance sheet 3

Company Overview Capital Senior Living operates 102 communities in geographically concentrated regions with the capacity to serve 13,700 residents CA. 408 AR. 173 AZ. 189 CT. 178 FL. 226 IA. 122 IL. 650 IN. 1,903 KS. 169 LA. 136 MI. 346 MN. 173 MO. 526 MS. 143 NC. 593 SC. 614 NE. 668 NJ. 98 NY. 387 OH. 2,035 OK. 143 TX. 3,683 VA. 153 4 Resident Capacity

Resident Demographics at CSU Communities Average age of resident: 85 years Average age of resident moving in: 82 years Average stay period: 2-3 years Percent of female residents: 80% Resident turnover is primarily attributed to death or need for higher care 5

The Capital Advantage: Senior Living Options Average 117 units per IL community with large common areas and amenities Supportive services, wellness programs, social, recreational and educational events Average monthly rate of $2,450 100% private pay Average length of resident stay is 34 months Independent Living - 52% of Resident Capacity 6

The Capital Advantage: Senior Living Options Average 62 units per AL community 72% of communities offer AL units Assistance with activities of daily living such as medication reminders, bathing, dressing and grooming Average monthly rate of $3,670 Substantially all private pay Average length of resident stay is 26 months Assisted Living - 42% of Resident Capacity 7

The Capital Advantage: Need-driven Demand U.S. population 75+ years old is estimated to grow by 3.5 million from 2009 through 2015 Only 1.3 million units serving a population of 18.9 million seniors Current 6.9% penetration rate implies demand growth of 40,000 units per year Current 6.9% penetration rate implies demand growth of 40,000 units per year Current 6.9% penetration rate implies demand growth of 40,000 units per year Current 6.9% penetration rate implies demand growth of 40,000 units per year Current 6.9% penetration rate implies demand growth of 40,000 units per year (Population in millions) Source: NIC Investment Guide 2010 and U.S. Census Bureau U.S. Seniors Population Trends (75+ years old) Implied demand growth of 40,000 units per year 8

The Capital Advantage: Limited New Supply Source: Seniors NIC MAP100 Trends 9 (CHART)

The Capital Advantage: Senior Housing Occupancy Trends Source: Seniors NIC MAP100 Trends 10 (CHART)

The Capital Advantage: Competitive Strengths Value leader in geographically concentrated regions Experienced on-site, regional, and corporate management Larger company economies of scale and proprietary systems that yield operating efficiencies in highly fragmented industry Solid reputation in industry and 95% resident satisfaction Employer of choice Solid balance sheet Strong Board of Directors 11

The Capital Advantage: Strategy Focus on our core strengths Capitalize on competitive strengths within each of our regions to maximize the cash flow generated by our communities and our operations Capitalize on the fragmented nature of the senior living industry to strategically aggregate local and regional operators in geographically concentrated regions Increase levels of care through conversions to AL or Memory Care units Attract and retain the best talent in the senior living industry 12

2013 Business Plan Focused on operations, marketing and growth to enhance shareholder value through: Organic growth Proactive expense management Accretive acquisitions and unit conversions Utilization of technology 13

2013 Business Plan: Organic Growth Increase average rents Each 3% increase generates $10.0M of revenue Improve occupancies Each 1% generates $3.3M of revenue, $2.3M of EBITDAR and $0.05 per share of CFFO Convert units to higher levels of care Cash flow enhancing renovations and refurbishments New branding strategy, eMarketing and website enhancements Implement software programs to optimize care plans and levels of care charges 14

Operating Performance 15 15 Improving Occupancy Trends Same Community Financial Occupancy

Operating Performance 16 Same-store comparable quarter changes (CHART)

2013 Business Plan: External Growth Strategic acquisitions of high quality senior living communities to enhance geographic concentrations - 18% cash on cash returns (in millions except number of communities and units) 17 17

Operating Performance 18 Revenue and EBITDAR growth EBITDAR increased 113% on a 80% increase in revenue EBITDAR margin increased from 29.9% in Q1 2010 to 35.3% * in Q1 2013 EBITDAR margin increased from 29.9% in Q1 2010 to 35.3% * in Q1 2013 EBITDAR margin increased from 29.9% in Q1 2010 to 35.3% * in Q1 2013 EBITDAR margin increased from 29.9% in Q1 2010 to 35.3% * in Q1 2013 $ in millions * As adjusted in Q1 2013 earnings release

Income Statement: Q1 13 Comparison Income Statement: Q1 13 Comparison As adjusted in press releases (in millions, except per share) 19

Operating Performance 20 Comparable quarter changes (CHART)

Balance Sheet Balance Sheet Balance Sheet As of March 31, 2013 (in millions) 21

Investment Highlights Value leader in geographically concentrated regions Substantially all private pay Need-driven demand, limited new supply and improving housing market Experienced management team with demonstrated ability to operate, acquire and create shareholder value Accretive acquisitions in highly fragmented industry Conversions to higher levels of care with significant revenue and cash flow growth Strong cash flow generation Solid balance sheet 22