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) March 16, 2007 (March 12, 2007)

 

 

 

Registrant’s telephone number, including area code (312) 977-3700

 

 

 

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):

 

 

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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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.

 

(e)          On March 12, 2007, the Compensation Committee of the Board of Directors of Brookdale Senior Living Inc. (the “Company”) approved the Company’s incentive compensation plan for executive officers, including the Company’s principal executive officers, the Company’s principal financial officer and those officers who were classified as “named executive officers” in the Company’s 2006 Proxy Statement.

 

Pursuant to the Compensation Committee’s action, the following individuals, who have been designated as Senior Executive Officers, will be eligible for the annual target bonus opportunity set forth below:

 

 

* plus additional $100,000 cash portion included in Percentage Payable in Cash above

 

The bonus for each Senior Executive Officer will be paid in the manner set forth above dependent upon the Company’s level of achievement of annual performance goals established by

 

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the Compensation Committee. For 2007, the performance targets are based on Cash From Facility Operations (“CFFO”). The actual percentage of the annual target bonus opportunity set forth above that each Senior Executive Officer will receive shall be determined as follows:

 

 

For Senior Executive Officers, bonus opportunity percentages will not be pro-rated between the steps set forth above. The portion of any annual bonus that is payable in equity will be paid in the form of unvested restricted stock. Any such award will be performance-based, using an appropriate annual performance measure selected by the Compensation Committee at the time of grant, and will vest in two annual tranches.

 

Pursuant to the Compensation Committee’s action, the Company’s other executive officers (including Kristin A. Ferge, the Company’s Executive Vice President, Chief Administrative Officer and Treasurer) will be eligible for an annual cash target bonus opportunity equal to 80% of his or her base salary. The bonus for each such officer will be paid dependent upon the Company’s level of achievement of annual performance goals established by the Compensation Committee. For 2007, the performance targets are based on CFFO. The actual percentage of the annual cash target bonus opportunity that each such officer will receive shall be determined as follows:

 

 

For these executive officers, bonus opportunity percentages will be pro-rated between the steps set forth above. To the extent that the Company achieves more than 108% of the annual target, each such officer will be eligible to receive a pro-rated amount in excess of 268% of his or her target bonus opportunity. However, no more than 27% of the incremental achievement above such performance level will be available to be distributed among all management employees (other than Senior Executive Officers).

 

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Additional information regarding compensation of the Company’s named executive officers will be included in the Company’s Proxy Statement for its 2007 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission.

 

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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.

 

 

 

 

 

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