Item 2.02 Results of Operations and Financial Condition.
On January 13, 2023, Brookdale Senior Living Inc. (the "Company") issued a press
release announcing, among other items, select changes to its full year 2022
financial expectations based upon its preliminary, unaudited results and certain
other information regarding the year ended December 31, 2022. A copy of the
press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Current Report on Form 8-K (including
the exhibit 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 10, 2023, the Board of Directors of Brookdale Senior Living Inc. (the
"Company") appointed Dawn L. Kussow, the Company's current Senior Vice President
and Chief Accounting Officer, to serve as Executive Vice President and Chief
Financial Officer beginning effective February 24, 2023. Ms. Kussow will
continue to serve in the role of principal accounting officer, and on such date
she will assume the role of principal financial officer. Ms. Kussow will succeed
Steven E. Swain, the Company's current Executive Vice President and Chief
Financial Officer, whose employment will be terminated without cause effective
February 24, 2023. In addition, Kevin W. Bowman's employment as the Company's
Executive Vice President-Community Operations was terminated without cause
effective January 12, 2023. Each of Messrs. Swain and Bowman will be entitled to
severance payments associated with a termination by the Company without cause
under the Amended and Restated Tier I Severance Pay Policy dated February 10,
2022 (the "Severance Policy"), subject to his submitting to the Company an
enforceable release as set forth in the policy, and each will be paid amounts
earned for 2022 performance under the 2022 Management Incentive Plan. In
addition, each of Messrs. Swain's and Bowman's long-term incentive awards will
be treated in accordance with the terms of such award agreements for a
termination by the Company without cause pursuant to the terms of their existing
award agreements as described in the Company's definitive proxy statement filed
with the SEC on May 2, 2022.
Ms. Kussow, age 49, joined the Company in 2007 and has served as the Company's
Senior Vice President and Chief Accounting Officer since January 2016. She also
served as Interim Chief Financial Officer of the Company from August 2022 to
October 2022. Previously she served as the Company's Vice President and
Corporate Controller from February 2014 to January 2016 after serving in
financial reporting leadership roles of escalating responsibility. Prior to
joining the Company, Ms. Kussow served as Director of Financial Reporting for
AON Hewitt from 2005 to 2007 and practiced nine years with Deloitte & Touche,
LLP, including an international assignment. Ms. Kussow is a Certified Public
Accountant and earned a Bachelor of Science degree in accounting from Marquette
University.
There are no arrangements or understandings between Ms. Kussow and any other
persons pursuant to which she was selected as an officer, nor are there any
family relationships between Ms. Kussow and any of the Company's directors or
executive officers. Additionally, there are no transactions involving Ms. Kussow
that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Kussow's appointment, the Compensation Committee (the
"Committee") of the Board of Directors approved the following compensation
arrangements, which are set forth in Ms. Kussow's offer letter: (i) an annual
base salary of $530,000; (ii) eligibility to participate in the Company's annual
cash incentive program generally applicable to members of management, with the
target cash bonus reflecting 80% of her base salary paid during the plan year
while serving as Executive Vice President and Chief Financial Officer; and (iii)
beginning in 2023, eligibility to receive annual long-term incentive awards
under the Company's Amended and Restated 2014 Omnibus Incentive Plan (the
"Omnibus Plan") with an aggregate grant date value and vesting terms to be
approved by the Committee (which vesting terms generally will be consistent with
those provided to other executive officers of the Company). In addition, Ms.
Kussow will continue participation in the Severance Policy, which is described
in the Company's definitive proxy statement filed with the SEC on May 2, 2022.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated January 13, 2023
104 Cover Page interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
BROOKDALE SENIOR LIVING INC. 
