0001104659-14-036498.txt : 20140508 0001104659-14-036498.hdr.sgml : 20140508 20140508161219 ACCESSION NUMBER: 0001104659-14-036498 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140502 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140508 DATE AS OF CHANGE: 20140508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Government Properties Income Trust CENTRAL INDEX KEY: 0001456772 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 264273474 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34364 FILM NUMBER: 14825059 BUSINESS ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-219-1440 MAIL ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 8-K 1 a14-11935_18k.htm 8-K

 

 

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 2, 2014

 

GOVERNMENT PROPERTIES INCOME TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-34364

 

26-4273474

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

Two Newton Place, 255 Washington Street,

Suite 300, Newton, Massachusetts

 

02458-1634

(Address of Principal Executive Offices)

 

(Zip Code)

 

617-219-1440

(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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

In this Current Report on Form 8-K, the terms “the Company” and “our” refer to Government Properties Income Trust.

 

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

 

At the annual meeting of shareholders of the Company held on May 2, 2014, the Company’s shareholders elected Mr. Jeffrey P. Somers as the Independent Trustee in Class II of the Board of Trustees for a three year term of office until the Company’s 2017 annual meeting of shareholders and to serve until his successor shall have been elected and qualified.  Mr. Somers received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

 

27,317,384

 

5,538,041

 

16,729,210

 

 

The Company’s shareholders also elected Mr. Barry M. Portnoy as the Managing Trustee in Class II of the Board of Trustees for a three year term of office until the Company’s 2017 annual meeting of shareholders and to serve until his successor shall have been elected and qualified.  Mr. Portnoy received the following votes:

 

For

 

Withhold

 

Broker Non-Votes

 

16,145,295

 

16,710,130

 

16,729,210

 

 

The Company’s shareholders did not approve an amendment to our Declaration of Trust to permit the annual election of Trustees.  The proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

32,455,356

 

285,902

 

114,167

 

16,729,210

 

 

The Company’s shareholders approved a non-binding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement relating to the Company’s 2014 annual meeting of shareholders.  The proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

31,666,448

 

826,914

 

362,063

 

16,729,210

 

 

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.  This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

49,181,113

 

200,825

 

202,697

 

N/A

 

 

The results reported above are final voting results.

 

Item 8.01         Other Events.

 

Trustee Compensation

 

On May 2, 2014, the Company updated its Trustee compensation arrangements.  A summary of the Company’s currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

On May 2, 2014, the Company granted each of the Company’s Trustees 2,500 common shares of beneficial interest, $.01 par value, of the Company, or the Common Shares, valued at $25.43 per share, the closing price of the Common Shares on the New York Stock Exchange on that day, consistent with the Trustee compensation arrangements.

 

2


 

Trustee Share Ownership Guidelines

 

On May 2, 2014, our Board of Trustees approved changes to the Company’s Governance Guidelines to provide for minimum share ownership by Trustees.  Pursuant to the revised Governance Guidelines, within five years of the later of (a) May 2, 2014 and (b) the annual meeting of shareholders at which the Trustee was first elected to the Board of Trustees, or if earlier, the first annual meeting of shareholders after the Trustee was initially appointed to the Board of Trustees, a Trustee is expected to accumulate and to continue to own at least 20,000 Common Shares, which is equivalent to owning approximately $508,600 worth of Common Shares (based on the May 2, 2014 closing price of $25.43 per share).  This change is intended to further align the interests of Trustees with the Company’s shareholders.

 

Item 9.01         Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

10.1                        Summary of Trustee Compensation

 

3


 

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.

 

 

GOVERNMENT PROPERTIES INCOME TRUST

 

 

 

 

 

 

By:

/s/ Mark. L. Kleifges

 

Name:

Mark L. Kleifges

 

Title:

Treasurer and Chief Financial Officer

 

 

Date:  May 8, 2014

 

4

 EX-10.1 2 a14-11935_1ex10d1.htm EX-10.1

Exhibit 10.1

 

GOVERNMENT PROPERTIES INCOME TRUST

 

Summary of Trustee Compensation

 

The following is a summary of the currently effective compensation of the Trustees of Government Properties Income Trust, or the Company, for services as Trustees, which is subject to modification at any time by the Board of Trustees.

 

·                  Each Independent Trustee receives an annual fee of $35,000, plus a fee of $1,000 for each meeting attended. Up to two $1,000 fees are payable if more than one board and board committee meetings are held on the same date.

 

·                  The chairpersons of the audit committee, the compensation committee and the nominating and governance committee, each of whom is an Independent Trustee, receive an additional annual fee of $12,500, $7,500 and $7,500, respectively.

 

·                  Each Trustee receives a grant of 2,500 of the Company’s common shares of beneficial interest on the date of the first board meeting following each annual meeting of shareholders (or, for Trustees who are first elected or appointed at other times, on the day of the first board meeting attended).

 

·                  The Company generally reimburses all Trustees for travel expenses incurred in connection with their duties as Trustees and for out of pocket costs incurred from their attending certain continuing education programs.