Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8K
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 21, 2019
BOSTON PROPERTIES, INC.
BOSTON PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrants As Specified in its Charter)
Boston Properties, Inc.
Delaware
113087
042473675
 
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
Boston Properties Limited Partnership
Delaware
050209
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))






Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Boston Properties, Inc.
Common Stock, par value $.01 per share
BXP
New York Stock Exchange
Boston Properties, Inc.
Depository Shares Each Representing 1/100th of a share of 5.25% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
BXP PRB
New York Stock Exchange

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).

Boston Properties, Inc.:

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.

Boston Properties Limited Partnership:

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.







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 2019 annual meeting of stockholders (the “2019 Annual Meeting”) on May 21, 2019. At the 2019 Annual Meeting, the stockholders of the Company were asked to (1) elect Kelly A. Ayotte, Bruce W. Duncan, Karen E. Dykstra, Carol B. Einiger, Diane J. Hoskins, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Owen D. Thomas, David A. Twardock and William H. Walton, III 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) approve the Boston Properties, Inc. Non-Employee Director Compensation Plan (the “Plan”) 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, 2019.
At the 2019 Annual Meeting, the stockholders elected all eleven director nominees, approved the advisory resolution on the compensation of the Company’s named executive officers, approved the Plan and ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
The following is a statement of the number of votes cast for and against each director nominee and each other matter voted upon, as applicable. In addition, the following sets forth the number of abstentions and broker non-votes with respect to each director nominee and each other matter, as applicable.
Proposal 1 - Election of Directors
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Kelly A. Ayotte
 
131,308,470

 
7,822,789

 
33,404

 
3,471,934

Bruce W. Duncan
 
128,368,926

 
10,756,692

 
39,044

 
3,471,934

Karen E. Dykstra
 
138,801,892

 
328,453

 
34,317

 
3,471,934

Carol B. Einiger
 
127,524,425

 
11,606,879

 
33,358

 
3,471,934

Diane J. Hoskins
 
138,978,134

 
153,096

 
33,432

 
3,471,934

Joel I. Klein
 
136,138,727

 
2,990,948

 
34,988

 
3,471,934

Douglas T. Linde
 
137,372,915

 
1,757,955

 
33,792

 
3,471,934

Matthew J. Lustig
 
138,738,723

 
390,701

 
35,238

 
3,471,934

Owen D. Thomas
 
138,635,857

 
494,820

 
33,985

 
3,471,934

David A. Twardock
 
133,482,896

 
5,646,791

 
34,975

 
3,471,934

William H. Walton, III
 
139,022,967

 
107,635

 
34,061

 
3,471,934

Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation
For
 
Against
 
Abstain
 
Broker
Non-Votes
93,047,296
 
45,953,165
 
164,202
 
3,471,934






Proposal 3 - Approval of the Plan
For
 
Against
 
Abstain
 
Broker
Non-Votes
138,677,200
 
446,027
 
41,435
 
3,471,934
Proposal 4 - Ratification of Appointment of PWC
For
 
Against
 
Abstain
 
Broker
Non-Votes
139,750,850
 
2,850,526
 
35,221
 
0


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 
Description
10.1
 







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.

BOSTON PROPERTIES, INC.
 
 
By:
/s/    MICHAEL E. LABELLE
 
Michael E. LaBelle
 
Executive Vice President, Chief Financial Officer and Treasurer
 
 
 
 
 
 
BOSTON PROPERTIES LIMITED PARTNERSHIP
By: Boston Properties, Inc., its General Partner
 
 
By:
/s/    MICHAEL E. LABELLE
 
Michael E. LaBelle
 
Executive Vice President, Chief Financial Officer and Treasurer

    

Date: May 22, 2019