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): May 23, 2017

 

 

BOSTON PROPERTIES, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact Name of Registrants As Specified in its Charter)

 

 

 

Boston Properties, Inc.		Delaware		1-13087		04-2473675
		(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
Boston Properties Limited Partnership		Delaware		0-50209		04-3372948
		(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrants’ telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

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

 

☐

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

Boston Properties, Inc. (the “Company”), the sole general partner of Boston Properties Limited Partnership, held its 2017 annual meeting of stockholders (the “2017 Annual Meeting”) on May 23, 2017. At the 2017 Annual Meeting, the stockholders of the Company were asked to (1) elect Bruce W. Duncan, Karen E. Dykstra, Carol B. Einiger, Dr. Jacob A. Frenkel, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Alan J. Patricof, Owen D. Thomas, Martin Turchin and David A. Twardock to the Company’s Board of Directors, (2) cast a non-binding, advisory vote on named executive officer compensation, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K, (3) cast a non-binding, advisory vote on the frequency of holding the advisory vote on named executive officer compensation and (4) ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PWC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

At the 2017 Annual Meeting, the stockholders elected all eleven director nominees, approved the advisory resolution on the compensation of the Company’s named executive officers, approved a frequency of every year for the advisory vote on the compensation of the Company’s named executive officers and ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

The Company currently intends to hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation.

The following is a statement of the number of votes cast for or against each matter or director nominee, as applicable, and with respect to the non-binding, advisory vote on the frequency of holding the advisory vote on named executive officer compensation, the number of votes cast for a frequency of every year, every two years and every three years. In addition, the following also sets forth the number of abstentions and broker non-votes with respect to each matter or director nominee, as applicable.

Proposal 1 - Election of Directors

 

		For				Against				Abstain				Broker Non-Votes
Bruce W. Duncan			136,786,394				1,955,063				76,176				3,408,120
Karen E. Dykstra			138,297,863				443,478				76,293				3,408,120
Carol B. Einiger			132,280,935				6,453,764				82,934				3,408,120
Dr. Jacob A. Frenkel			122,941,704				15,798,357				77,572				3,408,120
Joel I. Klein			134,673,807				4,067,220				76,606				3,408,120
Douglas T. Linde			133,490,453				5,249,385				77,794				3,408,120
Matthew J. Lustig			134,640,708				4,065,220				111,706				3,408,120
Alan J. Patricof			130,710,363				8,024,249				83,021				3,408,120
Owen D. Thomas			135,823,936				2,915,799				77,898				3,408,120
Martin Turchin			131,947,061				6,576,769				293,803				3,408,120
David A. Twardock			132,215,526				6,524,734				77,373				3,408,120

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Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation

 

For		Against		Abstain		Broker Non-Votes
128,319,606		10,196,127		301,900		3,408,120

Proposal 3 - Non-binding, Advisory Vote on the Frequency of Holding the Advisory Vote on Named Executive Officer Compensation

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
121,233,920		36,203		17,451,692		95,817		3,408,120

Proposal 4 - Ratification of Appointment of PWC

 

For		Against		Abstain		Broker Non-Votes
140,047,765		2,056,010		121,978		0

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date: May 24, 2017