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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 22, 2024

BOSTON PROPERTIES, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact Name of Registrant As Specified in its Charter)

Boston Properties, Inc.			Delaware			1-13087			04-2473675
			(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
Boston Properties Limited Partnership			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

(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))

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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 $0.01 per share

BXP

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 ☐

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 ☐

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

Boston Properties, Inc. (the “Company”), the sole general partner of Boston Properties Limited Partnership, held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”) on May 22, 2024. As described below in Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting, the stockholders approved the Fourth Amendment (the “Fourth Amendment”) to the Company’s 1999 Non-Qualified Employee Stock Purchase Plan (the “ESPP”). The Fourth Amendment was approved by the Company’s Board of Directors on January 25, 2024, and it became effective on May 22, 2024 upon approval by the Company's stockholders.

The sole purpose of the Fourth Amendment was to increase the number of shares of common stock authorized for issuance under the ESPP from 250,000 shares to 500,000 shares. This description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.07.    Submission of Matters to a Vote of Security Holders

At the 2024 Annual Meeting, the stockholders of the Company (1) elected Bruce W. Duncan, Carol B. Einiger, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Timothy J. Naughton, 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 the Fourth Amendment 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, 2024.

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
Bruce W. Duncan						128,744,040						8,970,538						774,157						6,082,886
Carol B. Einiger						128,522,724						9,191,430						774,581						6,082,886
Diane J. Hoskins						131,895,266						5,819,742						773,727						6,082,886
Mary E. Kipp						136,086,124						1,627,548						775,063						6,082,886
Joel I. Klein						113,214,285						24,499,017						775,433						6,082,886
Douglas T. Linde						134,878,609						2,835,098						775,028						6,082,886
Matthew J. Lustig						107,791,980						29,836,446						860,309						6,082,886
Timothy J. Naughton						136,860,710						852,733						775,292						6,082,886
Owen D. Thomas						108,351,013						21,780,422						8,357,300						6,082,886
William H. Walton, III						135,104,015						2,608,424						776,296						6,082,886
Derek Anthony (Tony) West						135,614,248						2,099,521						774,966						6,082,886

Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation

For						Against						Abstain						Broker Non-Votes
92,860,514						44,793,229						834,992						6,082,886

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Proposal 3 - Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan

For						Against						Abstain						Broker Non-Votes
135,376,673						2,321,636						790,426						6,082,886

Proposal 4 - Ratification of Appointment of PwC

For						Against						Abstain						Broker Non-Votes
135,984,308						8,525,494						61,819						0

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
*10.1			Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan.
*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.

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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 24, 2024