PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 10, 2018
Solicitation and Revocability of Proxies
The Board of Directors (the Board of Directors or the Board) of Capital Senior Living Corporation (the
Company or Capital Senior) is soliciting your proxy for voting on the proposals to be presented at our annual meeting of our stockholders to be held on May 10, 2018 (the Annual Meeting). The Annual Meeting
will be held at The Westin Galleria Dallas, 13340 Dallas Parkway, Dallas Texas 75240, on the 10th day of May, 2018 at 9:00 a.m. Central Time for the purposes set forth in the accompanying notice and described in this proxy statement. When proxies in
the accompanying form are properly executed and received, the shares represented thereby will be voted at the Annual Meeting in accordance with the directions noted thereon, unless the proxy is subsequently revoked.
Any stockholder giving a proxy has the unconditional right to revoke his or her proxy at any time prior to the voting thereof
either in person at the Annual Meeting by delivering a duly executed proxy bearing a later date or by giving written notice of revocation to us addressed to David R. Brickman, Senior Vice President, General Counsel and Secretary, 14160 Dallas
Parkway, Suite 300, Dallas, Texas 75254. However, no such revocation will be effective unless such notice of revocation has been received by us at or prior to the Annual Meeting.
Our principal executive offices are located at, and our mailing address is, 14160 Dallas Parkway, Suite 300, Dallas, Texas
75254.
Our management does not intend to present any business at the Annual Meeting for a vote other than the matters set
forth in the accompanying notice and has no knowledge that others will do so. If other matters requiring a vote of our stockholders properly come before the Annual Meeting, then it is the intention of the persons named in the accompanying form of
proxy to vote the shares represented by the proxies held by them in accordance with their judgment on such matters.
This
proxy statement and accompanying form of proxy are being mailed on or about April 6, 2018. The annual report to our stockholders covering our fiscal year ended December 31, 2017, which was mailed to our stockholders on or about
April 6, 2018, does not form any part of the materials for solicitation of proxies.
In addition to the solicitation
of proxies by mail, our officers, directors and employees may solicit proxies by telephone, telecopy, email or through personal contact. Such officers, directors and employees will not be additionally compensated by us but will be reimbursed for any
out-of-pocket
expenses. We have retained Georgeson Shareholder Communications Inc. to assist in the solicitation of proxies for a fee of $8,000. This amount includes
fees payable to Georgeson, but excludes salaries and expenses of our officers, directors and employees. Brokerage houses and other custodians, nominees and fiduciaries will, in connection with shares of our common stock registered in their names, be
requested to forward solicitation material to the beneficial owners of such shares of our common stock.
The cost of
preparing, printing, assembling and mailing the annual report, the accompanying notice, this proxy statement and the enclosed form of proxy, as well as the reasonable cost of forwarding solicitation materials to the beneficial owners of shares of
our common stock, and other costs of solicitation, will be exclusively borne by us.
Some banks, brokers and other record
holders have begun the practice of householding proxy statements and annual reports. Householding is the term used to describe the practice of delivering a single copy of this
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