DEFA14A 1 a19-3176_1defa14a.htm DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

 

  Filed by the Registrant

  Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

 

 

THE RMR GROUP INC.

 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

 

 

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 3, 2019.

 

 

THE RMR GROUP INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

Meeting Information

 

 

 

Meeting Type:

Annual

 

 

 

For holders as of:

January 16, 2019

 

 

 

Date:   April 3, 2019

 Time:  9:30 a.m., Eastern time

 

 

 

Location:

The RMR Group Headquarters

 

 

THE RMR GROUP INC.

C/O BROADRIDGE FINANCIAL SOLUTIONS, INC.

P.O. BOX 1342

BRENTWOOD, NY 11717

 

 

 

Two Newton Place

 

 

255 Washington Street, Suite 100

 

 

Newton, Massachusetts 02458

 

 

 

 

You are receiving this communication because you hold shares in the company named above as of the record date noted above.

 

 

 

This is not a ballot. You cannot use this notice to vote these shares.

 

 

 

This communication presents only an overview of the more complete proxy materials that are available to you on the internet or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

 

 

 

 

 

 

       Before You Vote       

 

How to Access the Proxy Materials

 

 

 

The Notice of Annual Meeting, Proxy Statement and Annual Report are available at www.proxyvote.com.

 

 

 

 

 

How to View Online:

 

 

Have the information that is printed in the box marked by the arrow  (located on the following page) and visit: www.proxyvote.com.

 

 

 

 

 

If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before March 20, 2019, to facilitate timely delivery.

 

 

 

 

 

How to Request and Receive a PAPER or EMAIL Copy for the 2019 Annual Meeting of Shareholders and for Shareholder Meetings in the Future:

 

 

 

1) BY INTERNET:

www.proxyvote.com

 

 

 

2) BY TELEPHONE:

1-800-579-1639

 

 

 

3) BY EMAIL*:

sendmaterial@proxyvote.com

 

 

 

 

 

* If requesting materials by email, please send a blank email with the information that is printed in the box marked by the arrow  (located on the following page) in the subject line.

 

 

 

 

 

Requests, instructions and other inquiries sent to this email address will NOT be forwarded to your investment advisor.

 

 

 

 

       How To Vote       

Please Choose One of the Following Voting Methods

 

 

Vote in Person: Shareholders of record of the company as of January 16, 2019, or their duly authorized proxies, are entitled to vote in person at the meeting. At the meeting, you will need to request a ballot to vote these shares. To obtain directions to the location of the annual meeting, please call 6I7-796-8230.

 

 

 

Authorize Your Proxy by Internet: To authorize a proxy to submit your vote now by internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow  (located on the following page) available and follow the instructions.

 

 

 

Authorize Your Proxy by Telephone or by Mail:  You can authorize a proxy to submit your vote by telephone or by mail by requesting a paper copy of the materials, which will include a proxy card with instructions.

 

 

 

 

Voting Items

 

 

The Board of Directors Recommends a Vote
FOR all Nominees for Director in Proposal 1 and
FOR Proposal 2.

 

 

 

 

 

 

 

 

 

1.

Election of Directors.

 

 

 

 

 

 

 

 

 

 

 

Nominees:

 

 

 

 

 

 

 

 

 

 

Jennifer B. Clark

 

 

 

 

 

 

 

 

 

 

 

 

Ann Logan

 

 

 

 

 

 

 

 

 

 

 

 

Rosen Plevneliev

 

 

 

 

 

 

 

 

 

 

Adam D. Portnoy

 

 

 

 

 

 

 

 

 

 

Walter C. Watkins, Jr.

 

 

 

 

 

 

 

 

 

 

2.

Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 2019 fiscal year.