SEC Filing

BOSTON PROPERTIES LIMITED PARTNERSHIP

By: Boston Properties, Inc., its General Partner

Date: May 22, 2014

/s/ Michael E. LaBelle

Name:

Title:

Michael E. LaBelle

Senior Vice President, Chief Financial Officer

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8-K

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 20, 2014

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

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 02199-8103

(Address of principal executive offices) (Zip Code)

(617) 236-3300

(Registrant’s 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 registrant 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))

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 20, 2014, Boston Properties, Inc. (the “Company”), the sole general partner of Boston Properties Limited Partnership, amended its Second Amended and Restated By-laws, as previously amended (the “By-laws”), in connection with the Company’s appointment of Ivan G. Seidenberg as its initial lead independent director. Previously, the By-laws provided that the Company’s Chief Executive Officer or President was to preside at all meetings of the Board of Directors of the Company when the Chairman was not present. The amendment to the By-laws removed this provision as a result of the fact that the Company’s lead independent director will have this responsibility.

The foregoing description of the amendment to the By-laws is qualified in its entirety by reference to the copy of the amendment filed as Exhibits 3.1 to this Form 8-K, which is incorporated by reference herein.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its 2014 annual meeting of stockholders (the “2014 Annual Meeting”) on May 20, 2014. At the 2014 Annual Meeting, the stockholders of the Company were asked to (1) elect Carol B. Einiger, Dr. Jacob A. Frenkel, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Alan J. Patricof, Ivan G. Seidenberg, Owen D. Thomas, Martin Turchin, David A. Twardock and Mortimer B. Zuckerman to the Company’s Board of Directors, (2) cast an advisory vote on named executive officer compensation, as described in the Company’s proxy statement, (3) 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, 2014, (4) vote on a stockholder proposal concerning an independent board chairman, (5) vote on a stockholder proposal concerning the adoption of proxy access and (6) vote on a stockholder proposal concerning a policy regarding accelerated vesting of equity awards of named executive officers upon a change in control.

At the 2014 Annual Meeting, the stockholders elected all eleven director nominees, approved the advisory resolution on the compensation of the Company’s named executive officers, ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, approved the stockholder proposal concerning the adoption of proxy access and approved the stockholder proposal concerning a policy regarding accelerated vesting of equity awards of named executive officers upon a change in control. The stockholder proposal concerning an independent board chairman did not receive the affirmative vote of a majority of shares present in person or represented by proxy at the 2014 Annual Meeting and entitled to vote and, as a result, was not approved.

The following is a statement of the number of votes cast for or against each matter or director nominee. In addition, the following sets forth the number of abstentions and broker non-votes with respect to each matter or director nominee, as applicable.


	For		Against		Abstain		Broker Non-Votes
Election of Directors:
Carol B. Einiger		132,148,210		1,460,331		123,714		3,868,261
Dr. Jacob A. Frenkel		131,954,883		1,651,717		125,655		3,868,261
Joel I. Klein		132,297,266		1,309,758		125,231		3,868,261
Douglas T. Linde		130,978,184		2,629,961		124,110		3,868,261
Matthew J. Lustig		132,884,548		705,405		142,303		3,868,261
Alan J. Patricof		131,538,807		2,068,047		125,401		3,868,261


Ivan G. Seidenberg		133,244,944		361,801		125,511		3,868,261
Owen D. Thomas		131,422,481		2,184,565		125,210		3,868,261
Martin Turchin		120,845,862		12,762,035		124,358		3,868,261
David A. Twardock		131,176,756		2,431,268		124,231		3,868,261
Mortimer B. Zuckerman		130,927,635		2,679,766		124,855		3,868,261

	For		Against		Abstain		Broker Non-Votes
Non-binding, advisory vote on named executive officer compensation		125,904,648		6,222,502		1,604,958		3,868,261

	For		Against		Abstain		Broker Non-Votes
Ratification of appointment of PWC		136,275,945		1,198,955		125,616		N/A

	For		Against		Abstain		Broker Non-Votes
Stockholder proposal concerning independent board chair		18,398,987		115,184,179		149,090		3,868,261

	For		Against		Abstain		Broker Non-Votes
Stockholder proposal concerning the adoption of proxy access		86,082,932		47,446,048		203,275		3,868,261

	For		Against		Abstain		Broker Non-Votes
Stockholder proposal concerning accelerated vesting		70,829,654		62,497,934		404,666		3,868,261

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits.


Exhibit Number		Description

3.1		Amendment No. 2 to Second Amended and Restated By-laws of Boston Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Boston Properties, Inc. filed on May 22, 2014).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

3.1		Amendment No. 2 to Second Amended and Restated By-laws of Boston Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Boston Properties, Inc. filed on May 22, 2014).