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| BKD > SEC Filings for BKD > Form 8-K on 3-Jul-2012 | All Recent SEC Filings |
3-Jul-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Reg
On June 29, 2012, the Board of Directors of Brookdale Senior Living Inc. (the "Company") adopted amendments to the Company's Amended and Restated Bylaws, effective June 29, 2012, to add a new Section 7 to Article III to permit the Board of Directors (the "Board") to elect or appoint a Non-Executive Chairman of the Board. The Board also amended Sections 1 and 5 of Article VIII of the Amended and Restated Bylaws to permit the Board to elect or appoint an Executive Chairman of the Board. Previously, the Amended and Restated Bylaws did not distinguish between an Executive Chairman of the Board and a Non-Executive Chairman of the Board. In connection with the approval of the foregoing amendments, the Board also approved certain other conforming and clarifying amendments to Sections 4, 8 and 9 of Article II and Section 6 of Article VIII of the Amended and Restated Bylaws.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws of the Company (as amended), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 2, 2012, the Company issued a press release announcing the appointment of Jeffrey R. Leeds as Non-Executive Chairman of the Board of Directors of the Company. 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.
(d) Exhibits
3.1 Amended and Restated Bylaws of the Company, as amended June 29, 2012
99.1 Press Release dated July 2, 2012
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