UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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In this Current Report on Form 8-K, the terms “we”, “us”, and “our” refer to Diversified Healthcare Trust.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2023, our Board of Trustees, or the Board, appointed Christopher J. Bilotto as our President and Chief Executive Officer, effective January 1, 2024.
Mr. Bilotto, age 46, has been an executive vice president of our manager, The RMR Group LLC, or RMR, since October 2023, senior vice president of RMR from October 2020 to September 2023 and a vice president of RMR from 2016 to September 2020. Mr. Bilotto is responsible for overseeing portfolio management for all office, industrial and retail properties managed by RMR and hotel and senior living asset management, as well as development and redevelopment across the United States. Prior to joining RMR in 2011, Mr. Bilotto worked at General Growth Properties in various management roles. Mr. Bilotto currently serves as president and chief executive officer of Office Properties Income Trust, but he has resigned from those positions effective December 31, 2023.
There is no arrangement or understanding between Mr. Bilotto and any other person pursuant to which Mr. Bilotto was appointed as our President and Chief Executive Officer. There are no transactions, relationships or agreements between Mr. Bilotto and us that would require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Bilotto does not have a family relationship with any member of the Board or any of our executive officers.
Mr. Bilotto will replace Jennifer F. Francis, who is retiring from RMR on June 30, 2024, and therefore has resigned as our President and Chief Executive Officer, effective December 31, 2023.
In connection with Mr. Bilotto’s appointment as our President and Chief Executive Offer, we will enter into an indemnification agreement with Mr. Bilotto, which agreement will be on substantially the same terms as the indemnification agreements we have entered with our Trustees and other executive officers. We have previously filed a form of indemnification agreement as Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, which form is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DIVERSIFIED HEALTHCARE TRUST | ||
| By: | /s/ Matthew C. Brown | |
| Name: | Matthew C. Brown | |
| Title: | Chief Financial Officer and Treasurer | |
Dated: November 20, 2023