Brookdale Senior Living Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on August 16, 2011, regarding events occurring on August 10, 2011. The filing discloses the granting of restricted stock awards to the Company's principal financial officer and other named executive officers (excluding the CEO) as part of their 2011 total compensation packages.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes and Compensation Details
The Compensation Committee granted time-based and performance-based restricted stock to four officers. The awards are detailed below:
| Officer Name | Time-Based Shares | Performance-Based Shares |
|---|---|---|
| Mark W. Ohlendorf | 34,159 | 34,159 |
| John P. Rijos | 34,159 | 34,159 |
| T. Andrew Smith | 34,159 | 34,159 |
| Gregory B. Richard | 25,641 | 25,641 |
Guidance, Outlook, and Vesting Terms
- Time-Based Vesting: Shares vest ratably in four installments on May 20, 2012, 2013, 2014, and 2015, subject to continued employment.
- Performance-Based Vesting:
- Tranche 1 (75% of shares): Vests May 20, 2014. Target based on 3-year CAGR of Core Funds From Operations (CFFO) per share, measured in 2013. Excludes acquisition costs and federal taxes if applicable.
- Tranche 2 (25% of shares): Vests May 20, 2015. Target based on 2014 Return on Investment (ROI) for Program Max projects approved in 2011 and completed by end of 2012.
- Vesting Thresholds: Threshold performance results in 40% vesting; target performance results in 100% vesting. Unvested shares are forfeited if targets are not met.
- Change of Control: Performance shares convert to time-based vesting. The next tranche vests immediately (subject to pro-rata limits if occurring before May 2013). Termination without cause or for good reason within 12 months of a change of control triggers immediate vesting of all remaining unvested shares.
- Dividends: Officers are entitled to dividends on unvested shares if declared.
Investor Verification Checklist
- Verify the specific CFFO per share targets and ROI metrics established by the Compensation Committee for the performance tranches.
- Confirm the total number of shares outstanding and the dilution impact of these awards on existing shareholders.
- Review the Company's 2011 Proxy Statement for the full definition of "named executive officers" and historical compensation trends.
- Monitor future filings for updates on the achievement of the 2013 CFFO and 2014 ROI performance goals.