Brookdale Senior Living (BKD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 22, 2026, at the principal executive offices in Brentwood, Tennessee, with a record date of April 24, 2026.

• Key 2025 initiatives included executive transitions and a new regional operating structure to enhance operational excellence and long-term growth.

• The Board expresses confidence in future opportunities and encourages all shareholders to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for one-year terms, an advisory say-on-pay vote, and ratification of Ernst & Young LLP as the independent auditor for 2026.

• The Board unanimously recommends voting FOR all proposals.

• Proxy access and majority voting standards are in place for director elections.

Board of directors and corporate governance

• The Board consists of nine directors, with eight incumbents and one new nominee, C. Christian Winkle, replacing a retiring director.

• 89% of directors are independent, with an average tenure of 3.6 years and diverse expertise in healthcare, finance, hospitality, and real estate.

• The Board is declassified, with annual elections, and has adopted robust governance guidelines, including limits on outside board service and meaningful stock ownership requirements.

• Board leadership is separated, with an independent Chairman and a CEO.

• Four standing committees: Audit, Compensation, Investment, and Nominating and Corporate Governance.