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Brookdale (NYSE: BKD) investors back 2026 board slate and name Fioravanti Non-Executive Chairman

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Form Type
8-K

Rhea-AI Filing Summary

Brookdale Senior Living Inc. reported results of its 2026 annual stockholder meeting and related board changes. Director Jordan R. Asher left the Board when his term expired, after previously deciding not to stand for re-election, and this decision was not due to any disagreement with the company or its management.

Stockholders elected nine directors, each receiving a majority of votes cast, including Claudia N. Drayton who received 183,615,288 votes for and Mark Fioravanti who received 190,864,280 votes for. Investors also approved, on an advisory basis, executive compensation, with 185,229,055 votes for, and ratified Ernst & Young LLP as independent registered public accounting firm for 2026 with 200,410,558 votes for.

As part of ordinary course succession planning, Denise W. Warren stepped down as Non-Executive Chairman of the Board and will continue as an independent director, while the Board appointed Mark Fioravanti as the new Non-Executive Chairman, effective immediately after the meeting.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Votes for Claudia N. Drayton 183,615,288 votes Director election at 2026 annual meeting
Votes for Mark Fioravanti 190,864,280 votes Director election at 2026 annual meeting
Say-on-pay votes for 185,229,055 votes Advisory approval of executive compensation
Say-on-pay votes against 5,611,078 votes Advisory approval of executive compensation
Auditor ratification votes for 200,410,558 votes Ratification of Ernst & Young LLP for 2026
Auditor ratification votes against 3,466,287 votes Ratification of Ernst & Young LLP for 2026
Broker non-votes on director elections 12,291,692 votes Each director election proposal
broker non-votes financial
"Director Nominees | Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
advisory basis financial
"Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers"
Non-Executive Chairman of the Board financial
"the Board appointed Mark Fioravanti as the Non-Executive Chairman of the Board"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Brookdale Senior Living Inc. (BKD) announce in this 8-K?
Brookdale Senior Living Inc. reported the results of its 2026 annual stockholder meeting and related board leadership changes. Stockholders elected nine directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as 2026 auditor, while the Board named a new Non-Executive Chairman.

Which directors were elected at Brookdale Senior Living’s 2026 annual meeting?
Stockholders elected nine directors to one-year terms ending at the 2027 annual meeting: Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, Nikolas W. Stengle, Denise W. Warren, Lee S. Wielansky, and C. Christian Winkle, with each nominee receiving a majority of votes cast.

How did Brookdale Senior Living (BKD) stockholders vote on executive compensation?
Stockholders approved, on an advisory basis, the compensation of Brookdale’s named executive officers. The proposal received 185,229,055 votes for, 5,611,078 votes against, 760,717 abstentions, and 12,291,692 broker non-votes, reflecting overall support for the disclosed pay programs in the proxy statement.

Who is Brookdale Senior Living’s independent auditor for 2026?
Stockholders ratified the appointment of Ernst & Young LLP as Brookdale Senior Living’s independent registered public accounting firm for 2026. The ratification vote totaled 200,410,558 votes for, 3,466,287 votes against, and 15,697 abstentions, with no broker non-votes recorded for this proposal.

What board leadership changes did Brookdale Senior Living announce?
Following the annual meeting, Denise W. Warren stepped down as Non-Executive Chairman of the Board as part of ordinary-course succession planning. The Board appointed director Mark Fioravanti as the new Non-Executive Chairman, effective immediately, while Ms. Warren will continue serving as an independent director.

Why did Jordan R. Asher leave Brookdale Senior Living’s Board?
Jordan R. Asher’s term on the Board expired at the 2026 annual meeting, and he had earlier notified the Board he would not stand for re-election. The filing states his decision was not due to any disagreement with the company, its Board, or its management.
0001332349false00013323492026-06-222026-06-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM8-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)June 22, 2026
Brookdale Senior Living Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3264120-3068069
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
105 Westwood Place,Suite 400,Brentwood,Tennessee37027
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par Value Per ShareBKDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

(b) On June 22, 2026, Jordan R. Asher's term as a member of the Board of Directors (the “Board”) of Brookdale Senior Living Inc. (the “Company”) expired at the Company’s 2026 annual meeting of stockholders held on June 22, 2026 (the “Annual Meeting”). As previously disclosed, Dr. Asher had provided notice to the Board that he would not be standing for re-election at the Annual Meeting. His decision to not stand for re-election to the Board was not due to any disagreement with the Company, the Board, or the management of the Company on any matter relating to the Company's operations, policies, or practices.

The information set forth in Item 7.01 of this report is incorporated herein by reference.

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

(a) The Company held its Annual Meeting on June 22, 2026. Set forth below is information concerning each matter submitted to a vote at the Annual Meeting, including the final voting results. Each such matter is described in detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”).

(b) Proposal 1: Stockholders elected Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, Nikolas W. Stengle, Denise W. Warren, Lee S. Wielansky, and C. Christian Winkle as directors, each to hold office for a one-year term expiring at the 2027 annual meeting of stockholders. Each such nominee received a majority of the votes cast in his or her election. The following votes were taken in connection with the election of directors at the Annual Meeting:

Director NomineesVotes ForVotes AgainstAbstentionsBroker Non-Votes
Claudia N. Drayton183,615,2887,976,3639,19912,291,692
Mark Fioravanti190,864,280727,5259,04512,291,692
Victoria L. Freed188,646,4542,945,7368,66012,291,692
Joshua Hausman190,178,7341,382,12539,99112,291,692
Elizabeth B. Mace190,262,824896,799441,22712,291,692
Nikolas W. Stengle190,915,539676,3508,96112,291,692
Denise W. Warren188,194,9363,395,66910,24512,291,692
Lee S. Wielansky188,249,5133,321,15230,18512,291,692
C. Christian Winkle190,890,820655,01555,01512,291,692

Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Proxy Statement. The following votes were taken in connection with the proposal:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
185,229,0555,611,078760,71712,291,692

Proposal 3: Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026. The following votes were taken in connection with the proposal:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
200,410,5583,466,28715,697—

Item 7.01 Regulation FD Disclosure.

As part of ordinary course succession planning, Denise W. Warren stepped down as Non-Executive Chairman of the Board of the Company, and the Board appointed Mark Fioravanti as the Non-Executive Chairman of the Board, each effective immediately following the conclusion of the Annual Meeting. Ms. Warren will continue serving as an independent director.


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:June 24, 2026By:/s/ Chad C. White
Name:Chad C. White
Title:Executive Vice President, General Counsel and Secretary



Source: View Original Filing on SEC EDGAR

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