8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)	November 2, 2015 (November 2, 2015)

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32641	20-3068069
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
111 Westwood Place, Suite 400, Brentwood, Tennessee		37027
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code		(615) 221-2250
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

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

On November 2, 2015, the Board of Directors of Brookdale Senior Living Inc. (the "Company") appointed Labeed Diab as the Company's Chief Operating Officer and Lucinda Baier as the Company's Chief Financial Officer, each effective upon his or her starting date.  Mr. Diab is expected to start in his new role effective November 16, 2015, and Ms. Baier is expected to start in her new role effective December 1, 2015.  Upon Mr. Diab's starting date, he will assume the role of principal operating officer, which Mark Ohlendorf, the Company's current President and Chief Financial Officer, had assumed upon the departure of Gregory Richard.  Upon Ms. Baier's starting date, she will assume the role of principal financial officer, replacing Mr. Ohlendorf as principal financial officer.  Mr. Ohlendorf will continue to serve as the Company's President.

Labeed Diab, 45, has served in operational leadership roles for the Walmart US division of Wal-Mart Stores, Inc. since 2009, most recently serving as its President of Health and Wellness since 2014, its President of Midwest Division from 2011 to 2014, and its Vice President and General Manager from 2009 to 2011.  Prior to that, Mr. Diab served as Regional Vice President of Aramark's Health Care Division from 2006 to 2009 and as Regional Vice President for Rite Aid Corporation from 2003 to 2006.  Mr. Diab began his career as a Pharmacy Manager with American Stores Company and later in regional roles with CVS Caremark.  Mr. Diab is a Registered Pharmacist.

Lucinda Baier, 51, has more than fifteen years of executive leadership experience in accounting, taxation, finance and treasury functions, most recently serving as Chief Financial Officer of Navigant Consulting, Inc., a specialized global expert services firm, since March 2013 and its Executive Vice President since February 2013.  Prior to that, she was Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Central Parking System, Inc., a leading firm in parking management and marketing, from August 2011 to October 2012, having previously served as its Senior Vice President and Chief Financial Officer since September 2010.  Ms. Baier served from July 2008 to February 2010 as Executive Vice President and Chief Financial Officer of Movie Gallery, Inc., and served from 2006 until July 2008 as Chief Financial Officer of World Kitchen, LLC.  In addition, Ms. Baier serves as a member of the Board of Directors and Audit Committee of The Bon-Ton Stores, Inc., one of the largest regional department store operators in the United States.  Ms. Baier is a Certified Public Accountant.

There are no arrangements or understandings between Mr. Diab or Ms. Baier and any other persons pursuant to which he or she was selected as an officer, nor are there any family relationships between Mr. Diab or Ms. Baier and any of the Company's directors or executive officers.  Additionally, there are no transactions involving Mr. Diab or Ms. Baier that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Diab's and Ms. Baier's appointments, the Compensation Committee (the "Committee") of the Board of Directors of the Company approved the compensation arrangements described below, which are set forth in offer letters with each individual.

Mr. Diab's compensation arrangements include (i) an annual base salary of $585,000, (ii) beginning in 2016, eligibility to participate in the Company's annual cash incentive program generally applicable to members of the senior management executive committee, with a target cash bonus of 100% of his base salary, (iii) beginning in 2016, eligibility to participate in the Company's 2014 Omnibus Incentive Plan with an annual grant of time-based vesting and performance-based vesting restricted stock with an aggregate grant date fair value of $1,500,000 and vesting terms to be approved by the Committee; (iv) a cash sign-on bonus of $1,000,000; (v) upon or shortly after his start date, a one-time grant of time-based vesting restricted stock with a grant date fair value of $2,100,000, which will vest in three equal annual installments, subject to continued employment; and (vi) assistance with relocation expenses, including moving costs, costs associated with brokerage commissions and closing costs for the sale of Mr. Diab's home and purchase of a home in the Nashville area, and temporary housing in the Nashville area for up to 12 months.  Pursuant to his offer letter, if Mr. Diab voluntarily terminates employment or withdraws from full-time status prior to 12 months of his start date, he will be required to reimburse the Company for the amount of the sign-on bonus, and if he voluntarily terminates employment or withdraws from full-time status prior to 18 months of his start date, he will be required to reimburse the Company for the amount of his relocation expenses paid by the Company.

Ms. Baier's compensation arrangements include (i) an annual base salary of $550,000, (ii) beginning in 2016, eligibility to participate in the Company's annual cash incentive program generally applicable to members of the senior management executive committee, with a target cash bonus of 100% of her base salary, (iii) beginning in 2016, eligibility to participate in the Company's 2014 Omnibus Incentive Plan with an annual grant of time-based vesting and performance-based vesting restricted stock with an aggregate grant date fair value of $1,500,000 and vesting terms to be approved by the Committee; (iv) a cash sign-on bonus of $1,000,000; (v) upon or shortly after her start date, a one-time grant of restricted stock with a grant date fair value of $775,000, which will vest in three equal annual installments, subject to continued employment; and (vi) assistance with relocation expenses, including moving costs, costs associated with brokerage commissions and closing costs for the sale of Ms. Baier's home and purchase of a home in the Nashville area, and temporary housing in the Nashville area for up to 12 months.  Pursuant to her offer letter, if Ms. Baier voluntarily terminates employment or withdraws from full-time status prior to 12 months of her start date, she will be required to reimburse the Company for the amount of the sign-on bonus and her relocation expenses paid by the Company.

In addition, each of Mr. Diab and Ms. Baier will participate in the Company's Severance Pay Policy, Tier I, as amended (the "Policy"), as a Designated Officer (as defined therein), the terms of which are described in the Company's Proxy Statement filed with the Securities and Exchange Commission on May 20, 2015.  Under the Policy, if either executive is terminated by the Company without cause (as defined in the Policy) or by such executive with good reason (as

defined in the Policy), in either case within 12 months following a change in control (as defined in the Policy), such executive will be entitled to receive:  (i) 300% of the executive's base salary (paid in installments over 18 months); (ii) 300% of the executive's target annual bonus opportunity for the year of termination (paid in a lump sum); (iii) payment of an annual cash bonus for the year of termination (to the extent earned under the terms of the annual incentive plan), pro-rated based on the number of days the executive was employed by the Company; and (iv) continued health insurance benefits for 18 months (subject to certain limitations).  If either executive is terminated by the Company without cause outside the context of a change in control, such executive will receive:  (i) 250% of the executive's base salary (paid in installments over 18 months); (ii) 250% of the executive's target annual bonus opportunity for the year of termination (paid in installments over 18 months); (iii) payment of an annual cash bonus for the year of termination (to the extent earned under the terms of the annual incentive plan), pro-rated based on the number of days the executive was employed by the Company; and (iv) continued health insurance benefits for 18 months (subject to certain limitations).  Payments and provision of benefits under the Policy are subject to the individual executing and delivering a waiver and release and the expiration of the applicable revocation period.

The Company will enter into an Indemnification Agreement with each of Mr. Diab and Ms. Baier in substantially the form of the Form Indemnification Agreement for Directors and Officers filed by the Company as an exhibit to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2011.

Section 7 — Regulation FD

Item 7.01Regulation FD Disclosure.

On November 2, 2015, the Company issued a press release announcing the management changes described in Item 5.02 of this report.  A copy of the press release is furnished herewith as Exhibit 99.1.  The press release furnished as Exhibit 99.1 attached 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.

Section 9 — Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release dated November 2, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BROOKDALE SENIOR LIVING INC.
Date:	November 2, 2015	By:	/s/ Chad C. White
		Name:	Chad C. White
		Title:	Senior Vice President, Co-General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated November 2, 2015

EX-99.1

Exhibit 99.1

                                                                                  FOR IMMEDIATE RELEASE

Brookdale Announces Changes to Its Executive Leadership TeamLabeed Diab Named as COO and Lucinda Baier Named as CFO

Mary Sue Patchett Promoted to EVP – Community and Field Operations

Nashville, Tenn., November 2, 2015 – Brookdale Senior Living Inc. (NYSE: BKD) announced today that Labeed Diab will join the Company as its Chief Operating Officer, and Lucinda (Cindy) Baier will join the Company as its Chief Financial Officer, concluding the executive search process previously announced by the Company.  Both Mr. Diab and Ms. Baier will report to Andy Smith, the Company's Chief Executive Officer.  Mr. Diab will have responsibility for all aspects of operations, including community and field operations, marketing and sales.  Ms. Baier will have responsibility for the Company's accounting, finance, tax, financial reporting and treasury functions.  Mr. Diab is expected to start on November 16, 2015, and Ms. Baier is expected to start on December 1, 2015.

In addition, the Company announced that Mary Sue Patchett has been promoted to Executive Vice President – Community and Field Operations, reporting to Mr. Diab.  Ms. Patchett has served as President of the Company's Southeast Division since 2013.  The Company's other senior housing division presidents will report to Ms. Patchett and she will join Mr. Diab and Ms. Baier as new members of the Company's senior management executive committee.

As previously announced, Mark Ohlendorf, the Company's President and Chief Financial Officer, will step down as Chief Financial Officer upon Ms. Baier's joining the Company and will continue to serve in his role as President.  In the near term, Mr. Ohlendorf will assist in the transition of his operating duties to Mr. Diab and his CFO duties to Ms. Baier.  In his role as President, Mr. Ohlendorf will be responsible for revenue cycle management, strategy and innovation, owner relations, corporate development and acquisitions, and public policy and government affairs.

Mr. Diab brings significant retail and health & wellness operational leadership experience to the Company.  Most recently, he served as President of Health and Wellness of Walmart's US division.  He was responsible for the organization's full-service health and wellness offerings, including vision centers and primary care clinics, comprising approximately 5,000 nationwide locations with more than 85,000 associates.  Mr. Diab was previously President of the Midwest division for Walmart US, managing retail stores and overseeing approximately 100,000 associates.

Ms. Baier has more than fifteen years of executive leadership experience in accounting, taxation, finance and treasury functions, having most recently served as Executive Vice President and Chief Financial Officer of Navigant Consulting, Inc.  In addition, she previously served as Chief Financial Officer of Central Parking System, Inc., Movie Gallery, Inc., and World Kitchen, LLC.

Ms. Patchett has over 30 years of senior care and housing experience serving in leadership roles, most recently as a Division President since February 2013.  Prior to that, she was a Divisional Vice President since joining Brookdale in September 2011 with the Company's acquisition of Horizon Bay. 

At Horizon Bay, Ms. Patchett had served as Chief Operating Officer and as Senior Vice President of Operations.

"I am excited to welcome Labeed and Cindy, who bring decades of executive experience in large organizations with complex multi-site businesses, to help lead our organization," said Mr. Smith.  "Labeed's mix of retail and health and wellness operational leadership experience is uniquely suited for Brookdale, and we will rely on his expertise to create stockholder value through improvements to our operational effectiveness," continued Mr. Smith.  "Cindy brings to Brookdale extensive financial and strategic experience in a diverse set of industries.  We will count on her leadership as we work to leverage our opportunities to create value and achieve long-term growth.  Cindy's arrival in the Chief Financial Officer role will also allow Mark to focus on his role as President in areas critical to our business, including the Company's innovation initiatives.  Finally, Mary Sue has accumulated tremendous operations experience in her more than three decades of leadership in our industry, and she will be key to blending Labeed's outside perspective with our business and culture," continued Mr. Smith.

Labeed Diab

Labeed Diab has served in operational leadership roles for the Walmart US division of Wal-Mart Stores, Inc. since 2009, most recently serving as its President of Health and Wellness, and prior to that serving as its President of Midwest Division and its Vice President and General Manager.  He previously served as Regional Vice President of Aramark's Health Care Division and as Regional Vice President for Rite Aid Corporation.  Mr. Diab began his career as a Pharmacy Manager with American Stores Company and later served in regional roles for CVS Caremark.  Mr. Diab holds a Bachelor of Science degree in Pharmacy from Southwestern Oklahoma State University and is a Registered Pharmacist. Mr. Diab also completed an advanced management program from Duke University, Fuqua School of Business.

Lucinda Baier

Lucinda Baier has more than fifteen years of executive leadership experience in accounting, taxation, finance and treasury functions, most recently serving as Executive Vice President and Chief Financial Officer of Navigant Consulting, Inc., a specialized global expert services firm, since March 2013.  Prior to that, she was Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Central Parking System, Inc., a leading firm in parking management and marketing, having previously served as its Senior Vice President and Chief Financial Officer.  Ms. Baier also previously served as Executive Vice President and Chief Financial Officer of Movie Gallery, Inc. and as Chief Financial Officer of World Kitchen, LLC.  In addition, Ms. Baier serves as a member of the Board of Directors and Audit Committee of The Bon-Ton Stores, Inc., one of the largest regional department store operators in the United States.  Ms. Baier is a graduate of Illinois State University, with Bachelor and Master of Science degrees in Accounting, and is a Certified Public Accountant.

Mary Sue Patchett

Mary Sue Patchett has over 30 years of senior care and housing experience serving in leadership roles, most recently serving as the Company's Southeast Division President and prior to that as Divisional Vice President since joining the Company in September 2011 in connection with the Company's acquisition of Horizon Bay. Previously, Ms. Patchett served as Chief Operating Officer of Horizon Bay and as its Senior Vice President of Operations. Ms. Patchett has served on numerous industry

boards and is serving on the board of Florida Assisted Living Federation of America as its past chair.  She holds a Bachelor of Business Administration degree from George Mason University.

About Brookdale Senior Living

Brookdale Senior Living Inc. is the leading operator of senior living communities throughout the United States. We are committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents. Currently we operate independent living, assisted living, and dementia-care communities and continuing care retirement centers, with approximately 1,135 communities in 47 states and the ability to serve approximately 110,000 residents. Through our ancillary services program, we also offer a range of outpatient therapy, home health, personalized living and hospice services.

Safe Harbor

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements relating to the Company's operational initiatives and effectiveness, innovation strategies, long-term growth and the creation of value.  Forward-looking statements are generally identifiable by use of forward-looking terminology such as "will," "expect," "intend," "believe," "continue," or other similar words or expressions.  These forward-looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the risk associated with the current global economic situation and its impact upon capital markets and liquidity; changes in governmental reimbursement programs; our inability to extend (or refinance) debt (including our credit and letter of credit facilities) as it matures; the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements; events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees; the conditions of housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long-term operating lease payments; the effect of our indebtedness and long-term operating leases on our liquidity; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; our determination from time to time to purchase any shares under the repurchase program; our ability to fund any repurchases; our ability to effectively manage our growth; our ability to maintain consistent quality control; risks associated with regulatory oversight and approvals; the risk that we may not be able to expand, redevelop and reposition our communities in accordance with our plans; our ability to complete acquisitions and integrate them into our operations; competition for the acquisition of assets; our ability to obtain additional capital on terms acceptable to us; a decrease in the overall demand for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminations of our resident agreements and vacancies in the living spaces we lease; early terminations or non-renewal of management agreements; increased competition for skilled personnel; increased union activity;

departure of our key officers; increases in market interest rates; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficulty of complying with increasing and evolving regulation; risks relating to the integration of Emeritus and the transactions with HCP, Inc., including in respect of unanticipated difficulties and/or expenditures relating to such transactions; the impact of such transactions on the Company's relationships with residents, employees and third parties; and the inability to obtain, or delays in obtaining, cost savings and synergies from such transactions; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management's views as of the date of this press release. We cannot guarantee future results, levels of activity, performance or achievements and we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Contact:

Investors:   Ross Roadman SVP, Investor Relations 615-564-8104; rroadman@brookdale.com Media:   Julie Davis VP, Executive Communications 615-564-8225; jkdavis@brookdale.com