Summary of SUNRISE SENIOR LIVING INC

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 Annual Meeting of Stockholders (the "2012 Annual Meeting") of Sunrise Senior Living, Inc. (the "Company") held on May 2, 2012, the Company's stockholders approved a 3,000,000 share increase in the shares available for issuance under the Company's 2008 Omnibus Incentive Plan, as amended (the "2008 Plan"), and re-approved the material terms relating to performance-based compensation. For information regarding the 2008 Plan, as amended, and 2012-2014 performance units and restricted stock units granted to the Company's named executive officers, please refer to the Company's definitive proxy statement for its 2012 Annual Meeting as filed with the SEC on March 23, 2012.

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

On May 2, 2012, the Company held its 2012 Annual Meeting. The matters considered and voted upon at the 2012 Annual Meeting consisted of:

Х The election of seven directors for one-year terms expiring at the 2013 annual meeting;

Х Approval of a 3,000,000 share increase in the shares available for issuance under the 2008 Plan and re-approval of the material terms relating to performance-based compensation;

Х Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2012;

Х An advisory vote to approve executive compensation; and

Х A stockholder proposal regarding reports on political contributions.

There were a total of 57,799,698 shares of Company common stock outstanding on March 9, 2012, the voting record date for the 2012 Annual Meeting. Of these, 51,233,130 shares were present in person or by proxy at the 2012 Annual Meeting, which constituted a quorum. Each of the nominees for election as a director was elected and each of the other matters voted on at the 2012 Annual Meeting was approved except for the stockholder proposal.

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter, as applicable, are set forth below.

1. Election of Directors

Broker
Director For Withheld Non-Votes

Glyn F. Aeppel 38,471,784 411,723 12,349,623
Thomas J. Donohue 38,278,281 605,226 12,349,623
Stephen D. Harlan 38,495,519 387,988 12,349,623
Paul J. Klaassen 37,993,677 889,830 12,349,623
Lynn Krominga 38,500,658 382,849 12,349,623
William G. Little 38,435,107 448,400 12,349,623
Mark S. Ordan 38,321,191 562,316 12,349,623

Broker
For Against Abstentions Non-Votes

2. Approval of 3,000,000 Share
Increase in the Shares Available for
Issuance under the 2008 Plan and
Re-Approval of the Material Terms
Relating to Performance-Based
Compensation 33,043,013 5,788,671 51,822 12,349,623

For Against Abstentions

3. Ratification of the Appointment of
Ernst & Young LLP 50,446,880 483,472 302,778

Broker
For Against Abstentions Non-Votes

4. Advisory Vote to Approve Executive
Compensation 35,211,856 444,346 3,227,304 12,349,623

Broker
For Against Abstentions Non-Votes

5. Stockholder Proposal Regarding
Reports on Political Contributions 3,869,398 26,181,530 8,832,578 12,349,623