Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐	Soliciting Material Pursuant to §240.14a-12

Brookdale Senior Living Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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September 17, 2018

Dear Fellow Stockholder:

According to our latest records, we have not yet received your important vote in connection with the Annual Meeting of Stockholders of Brookdale Senior Living Inc. to be held on October 4, 2018.

Your Board of Directors unanimously recommends that stockholders vote FOR each of the items on the agenda, including the election of the three director nominees named therein: Marcus E. Bromley, Rita Johnson-Mills and Denise W. Warren. Mses. Johnson-Mills and Warren have decades of proven executive healthcare, finance and operational leadership experience, and Mr. Bromley draws on more than 35 years of real estate industry leadership experience. Following the nominees' elections at the Annual Meeting, the Board will have an average tenure of approximately five years, with half of the directors having joined the Board since July 2017 (including all three nominees).

Your vote at this year’s Annual Meeting is especially important since the approval of Proposals 4, 5 and 6 will require the favorable vote of at least either a majority of or 80% of our outstanding shares. These are proposals to amend our Certificate of Incorporation to declassify the Board, to eliminate supermajority voting for director removal by stockholders, and to eliminate provisions that are no longer applicable. Failing to vote on these matters will have the same effect as a vote against such proposals.

If you have not already done so, please vote TODAY by telephone or internet, or by signing, dating and returning the enclosed proxy card or voting instruction form in the envelope provided.

Thank you for your support.

Very truly yours,