Business Context and Reporting Period
This Form 8-K Current Report was filed by Brookdale Senior Living Inc. on January 28, 2011, regarding events occurring on January 26 and January 27, 2011. The filing addresses changes to the Company's Board of Directors under Section 5 of the form.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is limited to corporate governance matters and contains no financial performance data.
Material Changes
The primary material change reported is the composition of the Board of Directors:
- Resignation: Tobia Ippolito resigned as a member of the Board of Directors and the Investment Committee, effective January 26, 2011. The Company stated there were no disagreements regarding operations, policies, or practices that contributed to this decision.
- Election: Randal A. Nardone was elected as a Class II director on January 27, 2011, to fill the vacancy. His term extends until the 2013 Annual Meeting of Stockholders.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. Regarding the new director, Mr. Nardone is identified as a Co-Founder and Principal of Fortress Investment Group LLC. He was designated by an affiliate of Fortress pursuant to a Stockholders Agreement. As an affiliated director, Mr. Nardone will not receive compensation from the Company for his board service.
Key Facts for Investor Verification
- Confirm the effective date of Tobia Ippolito's resignation (January 26, 2011).
- Verify the term length of the newly elected director, Randal A. Nardone (until the 2013 Annual Meeting).
- Note that the new director is affiliated with Fortress Investment Group LLC and will serve without compensation.
- Confirm that the resignation was not caused by any disagreement with the Company.