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United States securities and exchange commission logo
August 31, 2022
Michael E. LaBelle
Chief Financial Officer
Boston Properties, Inc.
800 Boylston Street, Suite 1900
Boston, Massachusetts 02199-8103
Re: Boston Properties,
Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 6, 2022
File No. 001-13087
Dear Mr. LaBelle:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 6, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address how
the experience of the Lead Independent Director is brought to
bear in connection with
your board s role in risk oversight.
2. Please expand upon the
role that your Lead Independent Director plays in the leadership
of the board. For
example, please enhance your disclosure to address whether or not your
Lead Independent
Director:
represent the board
in communications with shareholders and other stakeholders; or
require board
consideration of, and/or override your CEO on, any risk matters.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
the timeframe over
which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you
apply different oversight standards based upon the immediacy of
Michael E. LaBelle
Boston Properties, Inc.
August 31, 2022
Page 2
the risk assessed;
whether you consult with outside advisors and experts to anticipate
future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing risks
and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure controls
and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at
202-551-
3735 with any questions.
Sincerely,
FirstName LastNameMichael E. LaBelle
Division of
Corporation Finance
Comapany NameBoston Properties, Inc.
Disclosure Review
Program
August 31, 2022 Page 2
cc: Eric G. Kevorkian
FirstName LastName