Business Context and Reporting Period
This Form 8-K filing by Brookdale Senior Living Inc. reports a material definitive agreement entered into on September 25, 2006. The report was filed on September 26, 2006. The filing concerns the appointment of T. Andrew Smith as Executive Vice President - General Counsel and Secretary, effective October 16, 2006.
Key Financial Metrics
The filing does not provide consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics for the company. The only financial data disclosed relates to the specific compensation package for the new executive:
- Base Salary: $200,000 per year.
- 2006 Bonus: Pro-rated cash bonus based on a $200,000 target.
- 2007 Bonus: Guaranteed cash bonus of at least $200,000.
- Future Bonus Target: At least $200,000 (payable in cash and/or vested shares).
- Executive Investment: $200,000 in Company common stock (subject to an 18-month holding period).
- Equity Grant: 120,000 restricted shares (20,000 performance-based; 100,000 time-based).
Material Changes
The primary material change is the entry into a new employment agreement with T. Andrew Smith. The terms are described as substantially similar to existing agreements for current executive officers. No other material changes to operations or financial status are reported in this document.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on market outlook, or discussion of general business risks. The agreement includes a standard termination clause where the initial four-year term automatically extends annually for up to two additional years unless either party provides 90 days' notice prior to expiration.
Key Facts for Investor Verification
- Verify the exact vesting schedule and performance metrics for the 20,000 performance-based restricted shares.
- Confirm the total number of shares issued to Mr. Smith upon his $200,000 investment based on the market price on September 25, 2006.
- Review the full text of Exhibit 10.1 to understand specific termination rights and severance obligations, which are stated to be similar to other executive agreements.
- Note that this filing does not contain updated financial performance data for the company.