8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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)	July 2, 2019 (July 2, 2019)

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32641	20-3068069
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
111 Westwood Place, Suite 400, Brentwood, Tennessee		37027
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code		(615) 221-2250
(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):
☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	BKD	New 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 ☐

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 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 July 2, 2019, James R. Seward, a member of the Board of Directors (the “Board”) of Brookdale Senior Living Inc. (the “Company”), informed the Company that he will not stand for re-election as a director at the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”). Mr. Seward has served on the Board since November 2008 and is currently serving as a Class II director with a term that will end concurrent with the 2019 Annual Meeting.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

On July 2, 2019, the Company issued a press release announcing Mr. Seward's decision described above. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference in its entirety. The information furnished pursuant to this item (including Exhibit 99.1 hereto) 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.

(d)	Exhibits
99.1	Press Release dated July 2, 2019

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.

		BROOKDALE SENIOR LIVING INC.
Date:	July 2, 2019	By:	/s/ Chad C. White
		Name:	Chad C. White
		Title:	Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Brookdale Announces James Seward’s Decision Not to Stand for Re-election

NASHVILLE, Tenn., July 2, 2019 -- Brookdale Senior Living Inc. (NYSE: BKD) (“Brookdale” or the “Company”) announced today that, after more than 10 years of service as a director, James R. Seward has decided not to stand for re-election at the Company’s Annual Meeting of Stockholders in 2019.

“Jim has served Brookdale with distinction since 2008,” said Lucinda (“Cindy”) Baier, Brookdale’s President and Chief Executive Officer. “Jim’s sound judgment, dedication, vigilant oversight, and financial expertise have served Brookdale well during a period of rapid expansion and change in our company. Most recently, as chair of the Investment Committee, Jim helped steer Brookdale onto a path of long-term shareholder value creation for years to come. Jim made us a better company and a better Board and we’re going to miss Jim greatly. On behalf of all of the members of the Board, we wish Jim well and want to thank him for his years of dedicated service to Brookdale.”

Seward said, “It has been my pleasure and an honor to serve Brookdale and its shareholders over the past ten years. I am pleased that Brookdale’s turnaround is well underway. Given other near-term commitments, I feel that it is appropriate for me not to stand for re-election at the upcoming annual meeting. I know that Brookdale is in good hands and look forward to seeing Cindy, the Board and the entire management team lead Brookdale into its next season.”

About Brookdale Senior Living

Brookdale Senior Living Inc. is the leading operator of senior living communities throughout the United States. The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built, and operated to provide the highest-quality service, care, and living accommodations for residents. Brookdale operates and manages independent living, assisted living, memory care, and continuing care retirement communities, with 844 communities in 45 states and the ability to serve approximately 80,000 residents as of March 31, 2019. The Company also offers a range of home health, hospice, and outpatient therapy services. Brookdale's stock is traded on the New York Stock Exchange under the ticker symbol BKD.

Contacts

Brookdale Senior Living Inc.
Investor Relations:     (615) 564-8104            Media: (615) 564-8225
Kathy MacDonald     kathy.macdonald@brookdale.com    Julie K. Davis jkdavis@brookdale.com