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Brookdale Adopts Corporate Governance Enhancements

Changes reflect Board's continued evaluation of the Company's governance profile

NASHVILLE, Tenn., May 29, 2019 /PRNewswire/ -- Brookdale Senior Living Inc. (BKD) ("Brookdale" or the "Company") announced today that the Company's board of directors, upon recommendation of the Nominating and Corporate Governance Committee, unanimously approved two corporate governance enhancements.  The board amended the Company's bylaws to implement proxy access. As a result, a shareholder (or group of up to 20 shareholders) who has continuously owned 3% of the Company's common stock for three years and who meets the other requirements set forth in the bylaws will be allowed to nominate directors to be included in the Company's proxy materials for its annual meetings. Proxy access will first be available to shareholders in connection with next year's annual meeting.

(PRNewsfoto/Brookdale Senior Living Inc.)

In addition, the board adopted amendments to its certificate of incorporation and bylaws to implement a majority voting standard in uncontested elections of directors. The effectiveness of the majority voting amendments is subject to receipt of shareholder approval at the Company's 2019 annual meeting of shareholders.

"These shareholder-friendly changes represent the latest progress in a series of proactive improvements the Company has recently made," said Lee S. Wielansky, Brookdale's Non-Executive Chairman of the Board. "These moves improve our corporate governance profile and reflect valuable feedback received during the Company's ongoing engagement with shareholders on governance matters."

In addition to the changes announced today, since early 2018, the Company added three new members to the Board and made other corporate governance enhancements, including gaining shareholder approval for proposals to eliminate the Board's classified structure and to eliminate the supermajority voting requirement for director removal.

About Brookdale Senior Living
Brookdale Senior Living Inc. is the leading operator of senior living communities throughout the United States. The Company is 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. Brookdale operates and manages independent living, assisted living, memory care, and continuing care retirement communities, with 844 communities in 45 states and the ability to serve approximately 80,000 residents as of March 31, 2019. The Company also offers a range of home health, hospice, and outpatient therapy services. Brookdale's stock is traded on the New York Stock Exchange under the ticker symbol BKD.

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