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 21, 2019
BOSTON PROPERTIES, INC.
BOSTON PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrants 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
(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.
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