0001104659-16-124099.txt : 20160527 0001104659-16-124099.hdr.sgml : 20160527 20160527171015 ACCESSION NUMBER: 0001104659-16-124099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160524 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: 20160527 DATE AS OF CHANGE: 20160527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Select Income REIT CENTRAL INDEX KEY: 0001537667 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35442 FILM NUMBER: 161683217 BUSINESS ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET, SUITE 300 CITY: NEWTON STATE: MA ZIP: 02458-1634 BUSINESS PHONE: 617-332-3990 MAIL ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET, SUITE 300 CITY: NEWTON STATE: MA ZIP: 02458-1634 8-K 1 a16-12350_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 24, 2016

SELECT INCOME REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-35442		45-4071747
(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)

617-796-8303

(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 term “the Company” refers to Select Income REIT.

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

At the annual meeting of shareholders of the Company held on May 24, 2016, the Company’s shareholders elected Mr. Barry M. Portnoy as the Managing Trustee in Class I of the Board of Trustees for a three year term of office until the Company’s 2019 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
45,707,578		18,270,236		16,802,242

The Company’s shareholders also elected Mr. Jeffrey P. Somers as the Independent Trustee in Class I of the Board of Trustees for a three year term of office until the Company’s 2019 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
48,844,576		15,133,238		16,802,242

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016. This proposal received the following votes:

For		Against		Abstain		Broker Non-Votes
79,691,184		874,426		214,446		—

The results reported above are final voting results.

Item 8.01 Other Events.

On May 24, 2016, 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.

Consistent with the Company’s Trustee compensation arrangements, on May 24, 2016, 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 $24.22 per share, the closing price of the Common Shares on the New York Stock Exchange on that day.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Summary of Trustee Compensation

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.

	SELECT INCOME REIT

	By:	/s/ John C. Popeo
	Name:	John C. Popeo
	Title:	Treasurer and Chief Financial Officer

Date: May 27, 2016

EX-10.1 2 a16-12350_1ex10d1.htm EX-10.1

Exhibit 10.1

SELECT INCOME REIT

Summary of Trustee Compensation

The following is a summary of the currently effective compensation of the Trustees of Select Income REIT, 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 $40,000, plus a fee of $1,250 for each meeting attended. Up to two $1,250 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 $15,000, $10,000 and $10,000, 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 in connection with their attending certain continuing education programs.