Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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26%

Total Stockholder Return

for 2019

11%

Y-o-Y Growth in

Diluted FFO per Share¹

9%

Y-o-Y Increase in

Cash Dividend, 42% over Past Three Years

7.6 Million

Square Feet Leased

6.7%

Y-o-Y Growth in

Same Property NOI

(BXP’s Share)¹

5.4%

Y-o-Y Growth in

Same Property NOI – Cash

(BXP’s Share)¹

$3.1 Billion

BXP’s Share of Estimated Total Investment in Active Development Pipeline

76%

Pre-Leased Development Pipeline (excluding residential)

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FFO per Share

Leasing

Business/Individual Goals

For disclosures required by Regulation G, refer to (1) pages 95 through 97 of our 2019 Annual Report on Form 10-K for FFO and diluted FFO per share and (2) Appendix A to the accompanying proxy statement for BXP’s Share of Same Property NOI and NOI – Cash.

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DATE AND TIME

LOCATION

RECORD DATE

To elect the eleven (11) nominees for director named in the proxy statement, each to serve for a one-year term and until their respective successors are duly elected and qualified.

To hold a non-binding, advisory vote on named executive officer compensation.

To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

To consider and act upon any other matters that are properly brought by or at the direction of the Board of Directors before the annual meeting and at any adjournments or postponements thereof.

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Wednesday, May 20, 2020

9:00 a.m., Eastern Time

Metropolitan Square

655 15th Street, NW, 2nd Floor

Washington, DC 20005

Proposal 1

Proposal 2

Proposal 3

•   Mr. Klein serves as our independent, non-executive Chairman of the Board

•   Incorporated in Delaware; the Maryland Unsolicited Takeovers Act does not apply to us

•   Proxy Access By-law right

•   Annual election of all directors

•   Majority voting standard in uncontested director elections

•   Stockholder right to amend By-laws

•   No Stockholder Rights Plan (or “poison pill”)

•   Disclosure of Policy on Company Political Spending

•   Eleven (11) directors

•   Four directors are women and one director is African-American

•   82% independent

•   Retirement age: 75-year maximum age limit at time of nomination

•   Regular executive sessions of independent directors

•   All directors and officers are subject to a Code of Business Conduct and Ethics

•   All directors attended 75% or more of Board and committee meetings in 2019

•   Annual self-evaluation for the Board and each committee, and bi-annual interviews of individual directors by our Chairman of the Board; process overseen by our Nominating and Corporate Governance Committee

•   Stock ownership requirements for executives (for CEO, 6x base salary)

•   Stock ownership requirements for directors (5x annual retainer)

•   Anti-hedging, anti-pledging and anti-short-sale policies

•   “Double-Trigger” vesting for time-based equity awards

•   Compensation Clawback Policy

•   Policy against tax gross-up provisions

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1

  Name

Director

Since

Joel I. Klein

Chairman of the Board

Kelly A. Ayotte

Bruce W. Duncan⁽³⁾

Karen E. Dykstra⁽³⁾

Carol B. Einiger

Diane J. Hoskins

Douglas T. Linde

Matthew J. Lustig

Owen D. Thomas

David A. Twardock⁽³⁾

William H. Walton, III

Age as of May 20, 2020, the date of the annual meeting.

Mr. Klein serves as our independent, non-executive Chairman of the Board and as an ex officio member of each of the Audit, Compensation and NCG Committees.

Our Board of Directors determined that each of Ms. Dykstra and Mr. Twardock qualifies as an “audit committee financial expert” as that term is defined in the rules of the Securities and Exchange Commission. Our Board of Directors has also determined that Mr. Duncan qualifies as an audit committee financial expert if he is appointed to serve on the Audit Committee in the future.

2

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3

4

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5

Full 2019 calendar year energy and water data assured by a third party is not yet available. 2018 is the most recent year for which complete energy and water data is available and assured by a third party.

6

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7

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF ITS NOMINEES: 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. PROPERLY AUTHORIZED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED
FOR EACH OF THE NOMINEES UNLESS INSTRUCTIONS TO THE CONTRARY ARE GIVEN.

8

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JOEL I. KLEIN

Chief Policy and Strategy Officer of Oscar Health Corporation

Qualifications:

Mr. Klein has worked for more than 40 years in private industry and government during which time he has gained significant experience in senior policy making and executive roles, as well as a broad range of legal and financial matters.

Professional Background:

•  Chief Policy and Strategy Officer of Oscar Health Corporation, a health insurance company

•  Director of News Corporation since January 2011

•  Executive Vice President, Office of the Chairman of News Corporation from June 2003 to December 2015 and Chief Executive Officer of Amplify, the education division of News Corporation, from January 2011 to December 2015

•  Chancellor of the New York City Department of Education from 2002 through 2010, where Mr. Klein oversaw a system of over 1,600 schools with 1.1 million students, 136,000 employees and a $22 billion budget

•  U.S. Chairman and Chief Executive Officer of Bertelsmann, Inc. and Chief U.S. Liaison Officer to Bertelsmann AG, a media company, from 2001 to 2002

•  Various roles with the Clinton administration, including Assistant U.S. Attorney General in charge of the Antitrust Division of the U.S. Department of Justice from 1997 to 2000 and Deputy White House Counsel to President Clinton from 1993 to 1995. Mr. Klein entered the Clinton administration after 20 years of public and private legal work in Washington, DC

Other Leadership Experience, Community

Involvement and Education:

•  Member of the Boards of The Foundation for Excellence in Education (ExcelinEd) and StudentsFirstNY

•  Member of the Advisory Boards of the Zuckerman Mind Brain Behavior Institute and Columbia College

•  Received a BA magna cum laude from Columbia University and a JD magna cum laude from Harvard Law School. Mr. Klein has also received honorary degrees from ten colleges and universities

Director since:

January 2013

Age: 73

Independent

Chairman of the Board

Board Committees:

•  ex officio member of all committees

Other Public Company Boards:

•  Current: News Corporation

•  Former (past 5 years): None

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9

SENATOR

KELLY A. AYOTTE

Former U.S. Senator for the State of New Hampshire

Qualifications:

Senator Ayotte has significant legal experience and experience in government and public affairs, as well as leadership and strategic planning skills.

Professional Business Experience:

•  Represented New Hampshire in the United States Senate from 2011 to 2016; chaired

the Armed Services Subcommittee on Readiness and the Commerce Subcommittee on Aviation Operations; and served on the Budget, Homeland Security and Governmental Affairs, Small Business and Entrepreneurship, and Aging Committees

•  New Hampshire’s first female Attorney General from 2004 to 2009 appointed by Republican Governor Craig Benson and reappointed twice by Democratic Governor John Lynch

•  Previously Deputy Attorney General, Chief of the Homicide Prosecution Unit and Legal Counsel to Governor Craig Benson

•  Former associate at the McLane Middleton law firm and law clerk to the New Hampshire Supreme Court

•  Director of The Blackstone Group, Inc., Caterpillar Inc. and News Corporation

•  Director of Blink Health LLC and BAE Systems, Inc., each a private company

•  Former director of Bloom Energy Corporation from 2017 to 2019

•  Member of advisory boards of Microsoft Corporation, Chubb Insurance and Cirtronics Corporation

Other Leadership Experience, Community

Involvement and Education:

•  Senior Advisor for Citizens for Responsible Energy Solutions

•  Member of non-profit boards of the One Campaign, the International Republican Institute, the McCain Institute, Swim with a Mission, Winning for Women and Veterans Count of New Hampshire

•  Member of the Aspen Institute’s Economic Strategy

•  Member of Board of Advisors for the Center on Military and Political Power at the Foundation for Defense of Democracies

•  Co-chair of the Center for Strategic and International Study’s Commission on Health Security

•  Co-chair of the Center for a New American Security’s Digital Freedom Forum

•  Graduated with honors from the Pennsylvania State University and received a JD from the Villanova University School of Law

Director since: May 2018

Age: 51

Independent

Board Committees:

•  Compensation

•  NCG

Other Public Company Boards:

•  Current: The Blackstone Group, Inc., Caterpillar Inc., News Corporation

•  Former (past 5 years): Bloom Energy Corporation

10

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BRUCE W.

DUNCAN

Chairman of the Board of Directors of First Industrial Realty Trust, Inc.

Qualifications:

Mr. Duncan has more than 30 years of diverse real estate management and investment experience, including as a chief executive officer and a director of other publicly traded companies.

Professional Business Experience:

•  Chairman of the Board of Directors of First Industrial Realty Trust, Inc. (“First Industrial”), an industrial real estate investment trust (“REIT”), since January 2016, and a director of First Industrial since January 2009; President and Chief Executive Officer of First Industrial from January 2009 until he stepped down as President in September 2016 and retired as Chief Executive Officer in November 2016

•  Senior advisor to Kohlberg Kravis Roberts & Co. (“KKR”), a global investment firm, since November 2018; previously senior advisor to KKR from July 2008 to January 2009

•  Former Chairman of the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), a leading worldwide hotel and leisure company, from May 2005 until its acquisition by Marriott International, Inc. in September 2016; director of Starwood from 1999 to September 2016; interim Chief Executive Officer of Starwood from April 2007 to September 2007

•  Trustee of Starwood Hotels & Resorts, a REIT and former subsidiary of Starwood, from 1995 to 2006

•  Director of Marriott International, Inc., the world’s largest hotel company, since September 2016, and T. Rowe Price Mutual Funds since September 2013

•  Private investor from January 2006 to January 2009

•  Various positions at Equity Residential, one of the largest publicly traded apartment REITs in the United States, from March 2002 to December 2005, including Chief Executive Officer and Trustee from May 2005 to December 2005, President, Chief Executive Officer and Trustee from January 2003 to May 2005, and President and Trustee from March 2002 to December 2002

•  Former director of The Rouse Company, a diversified commercial real estate firm

•  Chairman, President and Chief Executive Officer of Cadillac Fairview Corporation, one of North America’s largest owners and developers of retail and office properties, from December 1995 to March 2000

Other Leadership Experience, Community

Involvement and Education:

•  Life Trustee of Rush University Medical Center in Chicago

•  Former member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”) and the Executive Committees of the Board of the Canadian Institute for Public Real Estate Companies (CIPREC) and the National Multi-Housing Council (NMHC)

•  Former trustee of the International Council of Shopping Centers (ICSC)

•  Received a BA in Economics from Kenyon College and an MBA in Finance from the University of Chicago

Director since: May 2016

Age: 68

Independent

Board Committees:

•  Compensation (Chair)

•  NCG

Other Public Company Boards:

•  Current: First Industrial Realty Trust, Inc., Marriott International, Inc.

•  Former (past 5 years): Starwood Hotels & Resorts Worldwide, Inc.

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11

KAREN E.

DYKSTRA

Former Chief Financial and Administrative Officer of AOL, Inc.

Qualifications:

Ms. Dykstra has extensive strategic, management, financial, accounting and oversight experience, particularly with companies in the technology sector.

Professional Business Experience:

•  Chief Financial and Administrative Officer of AOL, Inc., a global media technology company, from November 2013 to July 2015; Chief Financial Officer of AOL, Inc. from September 2012 to November 2013

•  Partner of Plainfield Asset Management LLC (“Plainfield”) from January 2007 to December 2010

•  Chief Operating Officer and Chief Financial Officer of Plainfield Direct Inc., Plainfield’s business development company, from May 2006 to 2010 and a director from 2007 to 2010

•  Various positions with Automatic Data Processing, Inc. for over 25 years, including serving most recently as Chief Financial Officer from January 2003 to May 2006, and as Vice President – Finance, Corporate Controller

•  Director of Sirius Computer Solutions, a private company

•  Director of Gartner, Inc. since 2007 and VMware, Inc. since March 2016

•  Former director of Crane Co. from 2004 to 2012 and AOL, Inc. from 2009 to 2012

Education:

•  Received a BA in Accounting from Rider University and an MBA from Fairleigh Dickinson University

Director since: May 2016

Age: 61

Independent

Board Committees:

•  Audit

Other Public Company Boards:

•  Current: Gartner, Inc., VMware, Inc.

•  Former (past 5 years): None

12

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CAROL B.

EINIGER

President of Post Rock Advisors, LLC

Qualifications:

Ms. Einiger has more than 40 years of experience as an investment banker and investment advisor, during which time she has gained significant expertise in the operation of public and private debt and equity capital markets and the evaluation of investment opportunities.

Professional Background:

•  President of Post Rock Advisors, LLC, a private investment firm, since July 2018; founder and President of Post Rock Advisors, LLC from 2005 to 2016

•  Senior Advisor of Roundtable Investment Partners LLC, a registered investment advisory firm, from January 2017 to June 2018

•  Chief Investment Officer of The Rockefeller University, where Ms. Einiger was responsible for the management of the University’s endowment, from 1996 to 2005

•  Chief Financial Officer and then Acting President of the Edna McConnell Clark Foundation from 1992 to 1996

•  Managing Director at Wasserstein Perella & Co. from 1989 to 1992

•  Visiting Professor and Executive-in-Residence at Columbia Business School from 1988 to 1989

•  Various positions at The First Boston Corporation from 1973 to 1988, becoming Managing Director and Head of the Capital Markets Department

•  Various positions at Goldman, Sachs & Co. from 1971 to 1972

Other Leadership Experience, Community

Involvement and Education:

•  Director, member and former Chair of the Investment Committee of UJA-Federation of New York

•  Member of the Investment Committee of the JPB Foundation and the Board of Overseers of Columbia Business School

•  Former member of the Boards of Trustees and Investment Committees of the University of Pennsylvania, the Lasker Foundation, the Horace Mann School

•  Former member of the Advisory Board of Blackstone Alternative Asset Management

•  Former Vice Chair of the Investment Committee of The Museum of Modern Art

•  Former Director of Credit Suisse First Boston (USA) and The New York Stem Cell Foundation

•  Recipient of numerous awards, including the Alumni Award of Merit of the University of Pennsylvania, the Columbia Business School Distinguished Alumna Award, the AJC National Human Relations Award, the Anti-Defamation League Woman of Achievement Award and the Catalyst Award for Corporate Leadership

•  Received a BA from the University of Pennsylvania and an MBA with honors from Columbia Business School

Director since: May 2004

Age: 70

Independent

Board Committees:

•  Compensation

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

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13

DIANE J. HOSKINS

Co-CEO and Chair of M. Arthur Gensler Jr. & Associates, Inc.

Qualifications:

Ms. Hoskins has more than 30 years of architecture, design, real estate and business experience, including as a chief executive officer of a global brand. During this time, she has gained extensive leadership, strategic planning, and organizational development experience, as well as a deep understanding of markets and clients, including their current and future space needs and insight into how companies envision their work spaces of the future.

Professional Background:

•  Co-CEO of M. Arthur Gensler Jr. & Associates, Inc. (“Gensler”), the world’s largest architecture, design, and planning firm since 2005, and Chair of the Gensler Board of Directors since 2018, where Ms. Hoskins has broad responsibility for managing Gensler, overseeing the company’s global platform and its day-to-day operations, which spans over 6,000 employees networked across 48 offices in the Americas, Europe, Asia, and the Middle East

•  Various positions at Gensler since 1995, including Southeast Regional Managing Principal and Managing Director of the Washington, DC office

•  Founded the Gensler Research Institute to generate new knowledge and develop a deeper understanding of the connection between design, business, and the human experience

•  Senior Vice President of Epstein Architecture and Engineering from 1990 to 1994

•  Development Analyst at Olympia & York from 1987 to 1990

•  Architect Designer at Gensler from 1983 to 1985

•  Architect at Skidmore Owings & Merrill from 1980 to 1983

Other Leadership Experience, Community

Involvement and Education:

•  Member of the World Economic Forum’s Global Future Council on Cities & Urbanization and the CEO Initiative by Fortune and Time

•  Fellow of the American Institute of Architects and member of several organizations, including the D.C. Board of Trade and the Economic Club of Washington, DC

•  Serves on the Visiting Committee of the School of Architecture at the Massachusetts Institute of Technology (MIT) and the Board of Advisors of the University of California, Los Angeles (UCLA) Anderson School of Management

•  Ms. Hoskins has been honored by several organizations for her work, including the Spirit of Life Award from City of Hope and the Outstanding Impact Award from the Council of Real Estate Women

•  Inducted into the Washington Business Hall of Fame in 2016, and, along with her Co-CEO, were ranked on the Business Insider’s 100 “Creators” list, a who’s who of the world’s 100 top creative visionaries

•  Ms. Hoskins is sought after by the media to share her expertise in many top tier media outlets, including The New York Times, Harvard Business Review, Fortune, Financial Times, Bloomberg TV, and global architecture and design trade publications

•  Frequent speaker at premier conferences, including the Bloomberg Business/CEO Summit, the Economist Human Potential Conference, and the Wall Street Journal Future of Cities Conference; was a featured panelist at the UN Climate Summit in the fall of 2019

•  Graduated from MIT and holds an MBA from the Anderson Graduate School of Management at UCLA

Director since:

May 2019

Age: 62

Independent

Board Committees:

•  NCG

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

14

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DOUGLAS T.

LINDE

President of Boston Properties, Inc.

Qualifications:

Mr. Linde has more than 30 years of experience in the real estate industry, including as our President and former Chief Financial Officer, during which time he gained extensive knowledge of the real estate industry, capital markets and real estate finance, as well as substantial experience in transactional, operational and accounting matters.

Professional Background:

•  President of Boston Properties, Inc. since May 2007

•  Mr. Linde joined Boston Properties in January 1997 as Vice President of Acquisitions and New Business to help identify and execute acquisitions and to develop new business opportunities and served as Senior Vice President for Financial and Capital Markets from October 1998 to January 2005, Chief Financial Officer and Treasurer from September 2000 to November 2007, and Executive Vice President from January 2005 to May 2007

•  President of Capstone Investments, a Boston real estate investment company, from 1993 to 1997

•  Project Manager and Assistant to the Chief Financial Officer of Wright Runstad and Company, a private real estate developer in Seattle, WA, from 1989 to 1993

•  Began his career in the real estate industry with Salomon Brothers’ Real Estate Finance Group

Other Leadership Experience, Community

Involvement and Education:

•  Trustee of the Beth Israel Lahey Health Board of Trustees

•  Director Emeritus of the Board of Directors of Beth Israel Deaconess Medical Center (“BIDMC”) and co-chair of the BIDMC capital campaign

•  Member of the Real Estate Roundtable

•  Director of the Boston Municipal Research Bureau and Jobs for Massachusetts

•  Member of the Urban Studies and Planning Visiting Committee at MIT and the Wesleyan University Board of Trustees

•  Received a BA from Wesleyan University and an MBA from Harvard Business School

Director since: January 2010

Age: 56

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

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15

MATTHEW J.

LUSTIG

Chairman of North America Investment Banking and Head of Real Estate and Lodging at Lazard Fréres & Co.

Qualifications:

Mr. Lustig has worked for more than 35 years in the real estate industry, during which time he has gained extensive experience providing strategic and financial advice and transaction execution to clients including leading real estate companies, and investing in real estate companies and assets as a principal.

Professional Background:

•  Chairman of North America Investment Banking at Lazard Frères & Co. (“Lazard”), the investment bank, since 2019 (previously Head of North America Investment Banking, from 2012 to 2019), with responsibility for the management of a range of Financial Advisory/Investment Banking businesses

•  Head of Real Estate & Lodging at Lazard, a position he has held for more than 20 years, serving clients and running its Real Estate and Lodging industry group. In recent years, Mr. Lustig has played an active role in more than $300 billion of advisory assignments and transactions involving leading real estate and lodging companies in the public and private markets

•  Former Chief Executive Officer of the real estate investment business of Lazard and its successors, where he oversaw multiple funds with over $2.5 billion of equity capital invested in REITs and real estate operating companies

•  Director of Ventas, Inc., a REIT with a portfolio of senior housing, research and innovation, and healthcare properties, since May 2011

•  Former Chairman of Atria Senior Living Group, Inc., which was acquired by Ventas in May 2011

•  Former director of several other public and private fund portfolio REITs and companies

Other Leadership Experience, Community

Involvement and Education:

•  Member of the Real Estate Roundtable, the Urban Land Institute, the Pension Real Estate Association (former Board and Executive Committee member) and the Council on Foreign Relations

•  Member of the Real Estate centers at the business schools of Wharton/UPenn (Chairman of the Advisory Board) and Columbia University

•  Member of the Board of Advisors at the School of Foreign Service at Georgetown University

•  Received a BSFS from Georgetown University

Director since: January 2011

Age: 59

Independent

Board Committees:

•  NCG (Chair)

Other Public Company Boards:

•  Current: Ventas, Inc.

•  Former (past 5 years): None

16

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OWEN D. THOMAS

Chief Executive Officer of Boston Properties, Inc.

Qualifications:

Mr. Thomas is a recognized leader in the real estate industry with more than 33 years of executive leadership, strategic planning and management experience, as well as substantial experience in financial and capital markets.

Professional Background:

•  Chief Executive Officer of Boston Properties, Inc. since April 2013

•  Chairman of the Board of Directors of Lehman Brothers Holdings Inc. (“LBHI”) from March 2012 until March 2013 and continues to serve as a member of the Board of Directors of LBHI

•  Various positions at Morgan Stanley from 1987 to 2011, including Chief Executive Officer of Morgan Stanley Asia Ltd., President of Morgan Stanley Investment Management, Head of Morgan Stanley Real Estate and Managing Director

•  Member of Morgan Stanley’s Management Committee from 2005 to 2011

Other Leadership Experience, Community

Involvement and Education:

•  Global Chairman of the Urban Land Institute

•  Director of the Real Estate Roundtable

•  Member of the Executive Board of Nareit

•  Received a BS in Mechanical Engineering from the University of Virginia and an MBA from Harvard Business School

Director since: April 2013

Age: 58

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

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17

DAVID A.

TWARDOCK

Former President of Prudential Mortgage Capital Company, LLC

Qualifications:

Mr. Twardock has more than 30 years of experience in the real estate finance industry, during which time he has overseen the lending and asset management of billions of dollars of commercial mortgages and other real estate debt financing and the management and disposition of billions of dollars of real estate equity.

Professional Background:

•  Former President of Prudential Mortgage Capital Company, LLC, the real estate finance affiliate of Prudential Financial, Inc., from December 1998 to March 2013, which had more than $70 billion in assets under management and administration as of December 31, 2012 and annually lent billions of dollars in real estate debt financing

•  Various positions with Prudential relating to real estate equity and debt from 1982 to December 1998, including as Senior Managing Director of Prudential Realty Group from 1996 to November 1998

•  Member of the advisory boards of Blue Vista Capital Management and LBA Realty

•  Director of Morgan Stanley Bank, N.A. from 2015 through 2018

Other Leadership Experience, Community

Involvement and Education:

•  Member of the Urban Land Institute and the Economics Club of Chicago

•  Former director of the Real Estate Roundtable and former Chairman of the Real Estate Roundtable Capital Markets Committee

•  Received a BS in Civil Engineering from the University of Illinois and an MBA in Finance and Behavioral Science from the University of Chicago

Director since: May 2003

Age: 63

Board Committees:

•  Audit (Chair)

•  Compensation

Other Public Company Boards:

•  Current: None

•  Former (past 5 years): None

18

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WILLIAM H.

WALTON, III

Co-Founder and Managing Member of Rockpoint Group, LLC

Qualifications:

Mr. Walton has 40 years of real estate investment, development and management experience, as well as executive leadership experience having served in various roles and as a director of several public and private companies.

Professional Background:

•  Co-founder and managing member of Rockpoint Group, LLC (“Rockpoint”), a global real estate investment management firm, where Mr. Walton is responsible for the overall operations and management of Rockpoint, as well as overseeing the origination, structuring and asset management of all of Rockpoint’s investment activities; since 1994, the Rockpoint founding managing members have invested in approximately $60 billion of real estate

•  Co-founder of Westbrook Real Estate Partners, LLC (“Westbrook”), a real estate investment management firm

•  Managing director in the real estate group of Morgan Stanley & Co., Inc. prior to co-founding Westbrook

•  Director of Crow Holdings, a privately owned real estate and investment firm, and FRP Holdings, Inc., a company engaged in the real estate business

•  Former trustee of Corporate Office Properties Trust and former director of Florida Rock Industries and The St. Joe Company

Other Leadership Experience, Community

Involvement and Education:

•  Involved with several real estate industry organizations

•  Director or trustee of several non-profit organizations, with a particular interest in educational and policy entities, including the American Enterprise Institute, the Jacksonville University Public Policy Institute, KIPP Jacksonville Schools, Mpala Wildlife Foundation and the University of Florida Investment Corporation

•  Former member of the boards of Communities in Schools, the Episcopal School of Jacksonville, Princeton University and Princeton University Investment Company

•  Received an AB from Princeton University and an MBA from Harvard Business School

Director since: May 2019

Age: 68

Board Committees:

•  Audit

Other Public Company Boards:

•  Current: FRP Holdings, Inc.

•  Former (past 5 years): None

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19

NOMINEE QUALIFICATIONS AND EXPERIENCE

Strategic Planning
and Leadership

CEO/Executive Management

Risk Oversight

REITs/Real Estate

Asset Management

Capital Markets/
Investment Banking

Other Public Company
Board Experience

Government/Public Policy

International

Financial Literacy

Technology Industry

Corporate Governance

Sustainability

Talent Management

BOARD COMPOSITION

Independent Directors

Average Tenure of all Nominees

Average Age of all Nominees

Women

Ethnic Minority

20

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The relationship does not preclude a finding of independence under Sections 303A.02(b) of the NYSE Listed Company Manual (the “NYSE Disqualifying Rules”); and

The relationship does not involve any of the following, whether currently existing or occurring since the end of the last fiscal year or during the past three fiscal years:

a director being an executive officer of, or owning, or having owned, of record or beneficially in excess of ten percent (10%) equity interest in, any business or professional entity that has made during any of such fiscal years, or proposes to make during the Company’s current fiscal year, payments to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company for property or services in excess of five percent (5%) of: (i) the Company’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year), or (ii) the other entity’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year);

a director being an executive officer of, or owning, or having owned, of record or beneficially in excess of ten percent (10%) equity interest in, any business or professional entity to which the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company has made during any of such fiscal years, or proposes to make during the Company’s current fiscal year, payments for property or services in excess of five percent (5%) of: (i) the Company’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year), or (ii) the other entity’s consolidated gross revenues for such fiscal year (or, in the case of proposed payments, its last fiscal year);

a director or an immediate family member of the director being an officer, director or trustee of a charitable organization where the annual discretionary charitable contributions of the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in any single year to the charitable organization exceeded the greater of $1 million or two percent (2%) of that organization’s consolidated gross revenues for the fiscal year;

a director or an immediate family member of a director being indebted to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in an amount in excess of $120,000;

a director being an executive officer, partner or greater than 10% equity owner of an entity, or being a trustee or a substantial beneficiary of a trust or estate, indebted to the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company in an amount in excess of the greater of $120,000 or 5% of such entity’s total consolidated assets, or to whom the Company or an entity controlled by an executive officer of the Company is indebted (other than with respect to (i) any publicly traded debt securities of the Company or such entity or (ii) non-recourse loans secured by real estate where both the lender and the Company or such entity intend for the lender to transfer all right to, and control over, the loan within 12 months and the documentation includes customary provisions for loans targeted at the commercial mortgage backed securities (CMBS) or collateralized debt obligation (CDO) markets) in an amount in excess of 5% of the Company’s or such entity’s total consolidated assets;

a transaction or currently proposed transaction (other than relating to the ownership of securities), which involved or involves the direct or indirect payment in a single year of in excess of $120,000 from the Company, an executive officer of the Company or an entity controlled by an executive officer of the Company to a director or an immediate family member of a director;

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a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity that has a co-investment or is a joint venture partner with the Company where the amount of the entity’s equity investment in any single year exceeds the greater of $1 million or 2% of the total consolidated assets of the entity; or

a director or an immediate family member of a director being an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of an entity (other than the Company) in which an executive officer of the Company or an entity controlled by an executive officer of the Company is an executive officer, general or managing partner or owner of more than 10% of the outstanding equity securities of the entity.

› Kelly A. Ayotte

› Bruce W. Duncan

› Karen E. Dykstra

› Carol B. Einiger

› Diane J. Hoskins

› Joel I. Klein

› Matthew J. Lustig

› David A. Twardock

› William H. Walton, III

the name and address of record of the securityholder;

a representation that the securityholder is a record holder of our securities, or if the securityholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) under the Securities Exchange Act of 1934;

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the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate;

a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership as approved by the Board from time to time;

a description of all arrangements or understandings between the securityholder and the proposed director candidate;

the consent of the proposed director candidate (1) to be named in the proxy statement relating to our annual meeting of stockholders and (2) to serve as a director if elected at such annual meeting; and

any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission (“SEC”).

the candidate must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing;

the candidate must be highly accomplished in his or her respective field, with superior credentials and recognition;

the candidate must be well regarded in the community and must have a long-term reputation for high ethical and moral standards;

the candidate must have sufficient time and availability to devote to our affairs, particularly in light of the number of boards on which the candidate may serve;

the candidate’s principal business or occupation must not be such as to place the candidate in competition with us or conflict with the discharge of a director’s responsibilities to us and our stockholders; and

to the extent the candidate serves or has previously served on other boards, the candidate must have a history of actively contributing at board meetings.

a majority of the Board of Directors will be “independent” as defined by the NYSE rules;

each of its Audit, Compensation and NCG Committees will be comprised entirely of independent directors; and

at least one member of the Audit Committee will have such experience, education and other qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC.

whether the candidate has direct experience in the real estate industry or in the markets in which we operate; and

whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.

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•  Approving information sent to the Board

•  Approving Board meeting agendas and schedules to ensure that sufficient time for all agenda items

•  Coordinating the work of each committee with the activities of the full Board

•  Calling meetings of the independent directors

•  Presiding at all meetings of the Board, including executive sessions of independent directors

•  Attending meetings of Board committees regularly

•  Working with the CEO and the Chair of the NCG Committee to provide strategic direction on all Board and governance matters

•  Serving as liaison between the CEO and the independent directors

•  Working with the CEO on matters of strategic importance to the Board and the Company

•  Ensuring that he is available, if requested by major stockholders, for direct consultation and communication

•  Working with the Compensation Committee to establish and review annual and long-term goals for assessing performance and to evaluate the performance of the CEO

•  Conducting bi-annual interviews with individual directors regarding individual contributions and overall Board composition and planning

•  Independently reviewing with the CEO the Company’s succession plan for executive officers

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identifies the collective mix of desired skills, experience, knowledge, diversity and independence for our Board of Directors, taken as a whole, and identifies potential opportunities for enhancement in one or more of those areas;

considers each current director’s experience, skills, principal occupation, reputation, independence, age, tenure, committee membership and diversity (including geography, gender and ethnicity); and

considers the results of our Board and committee self-evaluations, as well as feedback received from this bi-annual oral interviews of each director by our Chairman of the Board (see “– Board and Committee Evaluations” below).

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Topics considered during the Board and committee evaluations include:

Board and Committee Operations

•  Board and committee membership, including independence, director skills, background, expertise and diversity

•  Committee structure

•  Process for director nominations

•  Number and conduct of meetings, including time allocated for, and encouragement of, candid dialogue

•  Materials and information, including quality, quantity and timeliness of information received from management, and suggestions for educational sessions

•  Culture

Board Performance

•  Strategy oversight

•  Identification of topics that should receive more attention and discussion

•  Management succession

•  Financial, cyber and other risk oversight

Committee Performance

•  Performance of committee duties under its charter

•  Effectiveness of outside advisors

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Members:

David A. Twardock (Chair)*

Karen E. Dykstra*

William H. Walton, III^†

Number of Meetings in

2019: 9

*Our Board of Directors determined that each of Ms. Dykstra and Mr. Twardock qualifies as an “audit committee financial expert” as that term is defined in the rules of the SEC.

^† Mr. Walton was appointed to the Audit Committee on May 21, 2019.

The Audit Committee’s responsibilities include:

•  sole authority to appoint, retain, terminate and determine the compensation of our independent registered public accounting firm;

•  reviewing with our independent registered public accounting firm the scope and results of the audit engagement;

•  approving professional services provided by our independent registered public accounting firm;

•  reviewing the independence of our independent registered public accounting firm;

•  overseeing the planning and conduct of our annual risk assessment;

•  evaluating the Company’s internal audit function and reviewing the internal audit plan; and

•  performing such other oversight functions as may be requested by our Board of Directors from time to time.

Each member of the Audit Committee is “independent” as that term is defined in the rules of the SEC and the NYSE.

For additional disclosures regarding the Audit Committee, including the Audit Committee Report, see “Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 84.

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Members:

Bruce W. Duncan (Chair)

Kelly A. Ayotte

Carol B. Einiger

David A. Twardock

Number of Meetings in

2019: 7

The Compensation Committee’s responsibilities include:

•  reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and certain designated senior executive officers;

•  evaluating the performance of the CEO and designated senior executive officers in light of such goals and objectives and determining and approving compensation of these officers based on such evaluation;

•  reviewing and approving the compensation of other executive officers;

•  reviewing and approving grants and awards under all incentive-based compensation plans and equity-based plans;

•  reviewing and making recommendations to the full Board of Directors regarding the compensation of non-employee directors; and

•  performing other functions and duties deemed appropriate by our Board of Directors.

None of the members of the Compensation Committee is an employee of Boston Properties and each of them is an independent director under the NYSE rules.

The Compensation Committee makes all compensation decisions for all executive officers. The Compensation Committee reviews and approves all equity awards for all employees and delegated limited authority to the CEO to make equity grants to employees who are not executive officers.

In 2019, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its new independent, third-party advisor to provide a fresh perspective on our overall executive compensation program, advise on the reasonableness of executive compensation levels in comparison with those of other similarly situated companies and consult on the structure of our executive compensation program to optimally support our business objectives. FW Cook also advised on executive compensation trends among REITs and the broader market. Information concerning the nature and scope of FW Cook’s assignments and related disclosures is included under “Compensation Discussion and Analysis” beginning on page 43.

The Compensation Committee Report is included in this proxy statement on page 82.

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Members:

Matthew J. Lustig (Chair)

Kelly A. Ayotte

Bruce W. Duncan

Diane J. Hoskins*

Number of Meetings in

2019: 3

*Ms. Hoskins was appointed to the NCG Committee on May 21, 2019.

The NCG Committee is responsible for, among other functions:

•  identifying individuals qualified to become Board members, consistent with criteria established by the NCG Committee, and recommending to the Board director nominees for election at each annual meeting of stockholders;

•  establishing a policy with regard to the consideration by the NCG Committee of director candidates recommended by securityholders;

•  establishing procedures to be followed by securityholders submitting such recommendations and establishing a process for identifying and evaluating nominees for the Board of Directors, including nominees recommended by securityholders; and

•  performing such other functions as may be requested by our Board of Directors from time to time.

The NCG Committee is also responsible for annually reviewing our Corporate Governance Guidelines and recommending any changes to the Board of Directors. These Corporate Governance Guidelines provide that the NCG Committee, together with our Chief Executive Officer, is responsible for coordinating succession planning by the Board of Directors. A copy of the Corporate Governance Guidelines is available on our website at http://investors.bxp.com/governance-guidelines.

Each member of the NCG Committee is an independent director under the NYSE rules.

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the review and discussion of regular periodic reports to our Board of Directors and its committees on topics relating to the risks that Boston Properties faces, including, among others:

market conditions;

tenant concentrations and credit worthiness;

leasing activity and expirations;

the status of current and anticipated development projects;

compliance with debt covenants;

management of debt maturities;

access to debt and equity capital markets;

existing and potential legal claims against Boston Properties;

climate change and sustainability;

potential cyber attacks and intrusions;

public health crises, pandemics and epidemics; and

various other matters relating to Boston Properties’ business;

the required approval by our Board of Directors (or a committee thereof) of significant transactions and other decisions, including, among others:

acquisitions and dispositions of properties;

development projects;

new borrowings; and

the appointment and retention of Boston Properties’ senior management;

the direct oversight of specific areas of Boston Properties’ business by the Audit, Compensation and NCG Committees; and

regular periodic reports from Boston Properties’ independent registered public accounting firm and other outside consultants regarding various areas of potential risk, including, among others, those relating to the qualification of Boston Properties as a REIT for tax purposes and Boston Properties’ internal control over financial reporting.

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Code of Business Conduct and Ethics (the “Code of Ethics”) available on our website at http://investors.bxp.com/code-conduct-and-ethics

Corporate Governance Guidelines available on our website at http://investors.bxp.com/governance-guidelines

Policy on Company Political Spending available on our website at http://investors.bxp.com/policy-political-spend

following any of the “Procedures for Submission of Complaints under the Audit Committee Complaint Procedures” that are attached as Exhibit 1 to our Code of Ethics (see “– Code of Business Conduct and Ethics and Other Policies” above), or

writing to the Chair of the Audit Committee of Boston Properties, Inc., c/o Compliance Officer, Boston Properties, Inc., 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103.

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have owned shares of common stock equal to at least 3% of the aggregate of the issued and outstanding shares of common stock continuously for at least the prior three years;

represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control and that such stockholder or group does not presently have such intent; and

provide a notice requesting the inclusion of director nominees in our proxy materials and provide other required information to us not less than 120 days prior to the anniversary of the date of the proxy statement for the prior year’s annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the prior year’s annual meeting).

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Raymond A. Ritchey

Senior Executive
Vice President

Age 69

•  Senior Executive Vice President of Boston Properties since January 2016, with responsibility for all business development, leasing and marketing, as well as new opportunity origination in the Washington, DC area and directly oversees similar activities on a national basis

•  Various positions at Boston Properties since 1980, including Executive Vice President, Head of our Washington, DC Office and National Director of Acquisitions and Development and Senior Vice President and Co-Manager of our Washington, DC office

•  Joined Boston Properties in 1980, leading our expansion to become one of the dominant real estate firms in the Washington, DC metropolitan area

•  A leading commercial real estate broker in the Washington, DC area with Coldwell Banker from 1976 to 1980

•  President of the Board of Spanish Education Development (SED) Center

•  Member of the Federal City Council and The Economic Club of Washington

•  Founding member of the National Association of Industrial and Office Properties (NAIOP), Northern Virginia

•  Chair of the JDRF Real Estate Games

•  Active volunteer with numerous civic, charitable, and real estate industry organizations

•  Professional honors include: ULI Lifetime Achievement Award; Man of the Year, CREW; Brendan McCarthy Award, GWCAR; Good Scout of the Year, Boy Scouts; Trendsetter of the Year, Transwestern; Developer of the Year (numerous organizations); and Junior Achievement Man of the Year

•  Graduate of the U.S. Naval Academy and U.S. Naval Post Graduate School in Monterey, California

Michael E. LaBelle

Executive Vice
President, Chief
Financial Officer and
Treasurer

Age 56

•  Executive Vice President, Chief Financial Officer and Treasurer of Boston Properties since January 2016, with responsibility for overseeing the finance, accounting, tax, internal audit and investor relations departments and also for capital raising, treasury management, credit underwriting, financial strategy and planning

•  Various positions at Boston Properties since March 2000, including Senior Vice President, Chief Financial Officer and Treasurer from November 2007 to January 2016 and Senior Vice President, Finance from February 2005 to November 2007

•  Former Vice President & Relationship Manager with Fleet National Bank from 1991 to 2000, with the responsibility of financing large-scale commercial real estate developments

•  Former Associate National Bank Examiner with the Office of the Comptroller of the Currency in New York City specializing in commercial real estate debt portfolio analysis and valuation in commercial banks located throughout the Mid-Atlantic and Northeastern United States

•  Member of the National Advisory Board for the University of Colorado Real Estate Center

•  Received a BS in Economics from the University of Colorado

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Peter D. Johnston

Executive Vice
President,
Washington, DC
Region

Age 61

•  Executive Vice President, Washington, DC Region of Boston Properties since January 2016, with responsibility for all operations, including project development, leasing, construction, property management and administrative activities for our Washington, DC office, with a staff of approximately 181 people

•  Various positions at Boston Properties since 1987, including Senior Vice President and Regional Manager and Head of Development of our Washington, DC office; has been responsible for more than eight million square feet of new development and renovation projects

•  Former director of the Northern Virginia Chapter of NAIOP

•  Received a BA in Business Administration from Roanoke College, an MA from Hollins College and an MBA from the University of Virginia

Bryan J. Koop

Executive Vice
President, Boston
Region

Age 61

•  Executive Vice President, Boston Region of Boston Properties since January 2016, with responsibility for overseeing the operation of our existing regional portfolio in the Boston area, which includes the Prudential Center and Kendall Center and developing new business opportunities in the area

•  Senior Vice President and Regional Manager of our Boston office from 1999 to 2016

•  Various positions at Trammell Crow Company from 1982 to 1999, where his career covered high-rise office building leasing and the development of commercial office buildings and shopping centers, including Managing Director and Regional Leader for Trammell Crow Company’s New England region, with responsibility for all commercial office and shopping center operations.

•  Director of the Massachusetts Chapter of NAIOP, the Boston Green Ribbon Commission and the Kendall Square Association

•  Former chairman of the Back Bay Association

•  Received a BBA and an MBA from Texas Christian University

Robert E. Pester

Executive Vice
President, San
Francisco Region

Age 63

•  Executive Vice President, San Francisco Region of Boston Properties since January 2016, with responsibility for overseeing existing operations in San Francisco and our other Bay Area properties on the Peninsula and in Silicon Valley, and developing new business opportunities in the area

•  Senior Vice President and Regional Manager of our San Francisco office from 1998 to 2016

•  Executive Vice President and Chief Investment Officer of Bedford Property Investors, a REIT in Lafayette, California, where he led the acquisitions and development program from 1994 to 1998

•  President of Bedford Property Development, a private West Coast development concern that held more than $2 billion in real estate assets from 1989 to 1998

•  A leading commercial real estate broker with Cushman & Wakefield in northern California, from 1980 to 1989, where he last served as Vice President

•  Received a BA in Economics and Political Science from the University of California at Santa Barbara

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John F. Powers

Executive Vice
President, New York
Region

Age 73

•  Executive Vice President, New York Region of Boston Properties since January 2016, with responsibility for overseeing all aspects of our New York and Princeton, New Jersey activities, including development, acquisitions, leasing and building operations

•  Senior Vice President and Regional Manager of our New York office from January 2014 to January 2016

•  Chairman of CBRE, Inc. for the New York Tri-State Region, from 2004 to 2016 overseeing the strategic direction of CBRE’s Tri-State operations

•  Joined the Edward S. Gordon Company, which was subsequently merged into CBRE, in 1986, where he developed and managed the Consulting Division into a strong and integral part of the firm’s service delivery platform, which facilitated its sustained leadership in the Manhattan office leasing market; also brokered millions of square feet of transactions, representing both tenants and landlords, led numerous strategic consulting assignments for large corporate occupiers and advised on many ground-up developments

•  Spent eight years at Swiss Bank Corp (now UBS)

•  Frequent speaker on commercial real estate in New York valued for his insight linking economic trends and conditions to their eventual impact on the office market

•  Chairman of Right to Dream, Inc.

•  Received a BA in Mathematics from St. Anselm College, an MA in Economics from the University of Massachusetts and an MBA from the University of Massachusetts

•  Studied international economics at the Graduate Institute of International Studies, Geneva

Frank D. Burt

Senior Vice
President, Chief
Legal Officer and
Secretary

Age 61

•  Senior Vice President, Chief Legal Officer and Secretary of Boston Properties since 2003, with responsibility for overseeing the legal and risk management departments

•  Various positions at Boston Properties since 1986; represented Boston Properties in the acquisition of the Prudential Center in Boston and the Embarcadero Center in San Francisco, as well as in the development activities at the Prudential Center

•  Former attorney in the real estate department at Nutter, McClennen & Fish in Boston

•  Member of the American College of Real Estate Lawyers and the Boston Bar Association

•  Speaker for the American College of Real Estate Lawyers, the Association of Corporate Counsel, Massachusetts Continuing Legal Education, NAIOP and Nareit

•  Received a BA, magna cum laude, from Brown University and a JD, cum laude, from the University of Pennsylvania Law School

Michael R. Walsh

Senior Vice
President, Chief
Accounting Officer

Age 53

•  Senior Vice President, Chief Accounting Officer of Boston Properties since May 2016, with responsibility for overseeing financial reporting, property accounting and tax compliance and providing transactional support on capital markets activity

•  Executive Vice President, Chief Financial Officer and Treasurer of Paramount Group, Inc., a REIT focused on Class A office properties in New York City, Washington, DC and San Francisco, from March 2015 to March 2016

•  Various positions at Boston Properties from 1986 to 2015, including Senior Vice President, Finance and Capital Markets with responsibility for overseeing its accounting, financial reporting, financial analysis and tax functions and participated extensively in investor relations matters

•  Member of Nareit’s Best Financial Practices Council

•  Received a BS, magna cum laude, from Eastern Nazarene College

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each director;

each of our named executive officers (“NEOs”);

all directors and executive officers of Boston Properties as a group; and

each person known by Boston Properties to be the beneficial owner of more than 5% of our outstanding common stock.

154,904,043 shares of our common stock outstanding;

16,791,848 common units of partnership interest in our Operating Partnership (“common units”) outstanding (other than the common units held by Boston Properties), each of which is redeemable for one share of Boston Properties’ common stock (if Boston Properties elects to issue common stock rather than pay cash upon such redemption);

1,368,429 long term incentive units of partnership interest in our Operating Partnership (“LTIP units”) outstanding that were issued as part of our long-term incentive (“LTI”) program, excluding LTIP units issued pursuant to 2018 Multi-Year Long-Term Incentive Program (“MYLTIP”) awards, 2019 MYLTIP awards and 2020 MYLTIP awards, each of which, upon the satisfaction of certain conditions, is convertible into one common unit; and

61,090 deferred stock units outstanding.

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