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, 2023
(Exact Name of Registrant As Specified in its Charter)
| Boston Properties, Inc. | |||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| Boston Properties Limited Partnership | |||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(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):
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. | ||||||||||||||||||||
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 ☐
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.
Boston Properties, Inc. ☐ Boston Properties Limited Partnership ☐
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 2023 annual meeting of stockholders (the “2023 Annual Meeting”) on May 23, 2023. At the 2023 Annual Meeting, the stockholders of the Company (1) elected Kelly A. Ayotte, Bruce W. Duncan, Carol B. Einiger, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Owen D. Thomas, William H. Walton, III and Derek Anthony (Tony) West to the Company’s Board of Directors, (2) approved a non-binding, advisory vote on named executive officer compensation, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, (3) approved on a non-binding, advisory basis the frequency of every year for holding the advisory vote on named executive officer compensation and (4) ratified 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, 2023.
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 and against each director nominee and each other matter voted upon, 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 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 | 127,535,365 | 10,841,866 | 719,830 | 5,213,520 | ||||||||||||||||||||||
| Bruce W. Duncan | 135,137,654 | 3,239,154 | 720,253 | 5,213,520 | ||||||||||||||||||||||
| Carol B. Einiger | 131,241,226 | 7,139,424 | 716,411 | 5,213,520 | ||||||||||||||||||||||
| Diane J. Hoskins | 135,217,885 | 3,162,860 | 716,316 | 5,213,520 | ||||||||||||||||||||||
| Mary E. Kipp | 136,694,686 | 1,650,179 | 752,196 | 5,213,520 | ||||||||||||||||||||||
| Joel I. Klein | 125,045,658 | 13,331,316 | 720,087 | 5,213,520 | ||||||||||||||||||||||
| Douglas T. Linde | 136,361,114 | 2,012,864 | 723,083 | 5,213,520 | ||||||||||||||||||||||
| Matthew J. Lustig | 124,407,412 | 13,965,337 | 724,312 | 5,213,520 | ||||||||||||||||||||||
| Owen D. Thomas | 112,560,986 | 18,328,354 | 8,207,721 | 5,213,520 | ||||||||||||||||||||||
| William H. Walton, III | 137,100,946 | 1,272,901 | 723,214 | 5,213,520 | ||||||||||||||||||||||
| Derek Anthony (Tony) West | 137,669,762 | 702,686 | 724,613 | 5,213,520 | ||||||||||||||||||||||
Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 123,768,210 | 14,503,681 | 825,170 | 5,213,520 | |||||||||||||||||
Proposal 3 - Non-binding, Advisory Vote on Frequency of Holding the Non-binding, Advisory Vote on Named Executive Officer Compensation
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 135,236,723 | 24,399 | 3,109,085 | 726,854 | 5,213,520 | ||||||||||||||||||||||
Proposal 4 - Ratification of Appointment of PWC
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 138,013,696 | 6,213,179 | 83,706 | 0 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| *101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| *101.LAB | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| *101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| *101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| *104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). | ||||
*Filed herewith.
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 23, 2023