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 18, 2017
Senior Housing Properties Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
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001-15319 |
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04-3445278 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Two Newton Place,
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02458-1634 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
617-796-8350
(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))
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).
o 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
In this Current Report on Form 8-K, the term “the Company” refers to Senior Housing Properties 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 18, 2017, the Company’s shareholders elected Ms. Lisa Harris Jones as an Independent Trustee by the following votes:
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For |
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Withhold |
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Broker Non-Votes |
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96,379,269 |
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85,477,982 |
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40,349,763 |
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At the same meeting, the Company’s shareholders elected Mr. Adam D. Portnoy as a Managing Trustee by the following votes:
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For |
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Withhold |
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Broker Non-Votes |
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95,063,065 |
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86,794,186 |
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40,349,763 |
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At the same meeting, the Company’s shareholders elected Mr. Barry M. Portnoy as a Managing Trustee by the following votes:
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For |
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Withhold |
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Broker Non-Votes |
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94,744,573 |
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87,112,678 |
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40,349,763 |
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At the same meeting, the Company’s shareholders elected Mr. John L. Harrington as an Independent Trustee by the following votes:
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For |
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Withhold |
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Broker Non-Votes |
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74,344,158 |
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107,513,093 |
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40,349,763 |
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At the same meeting, the Company’s shareholders elected Mr. Jeffrey P. Somers as an Independent Trustee by the following votes:
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For |
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Withhold |
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Broker Non-Votes |
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74,461,173 |
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107,396,078 |
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40,349,763 |
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In accordance with the Company’s governing documents and applicable law, each of Ms. Harris Jones and Messrs. Adam Portnoy, Barry Portnoy, Harrington and Somers were elected by a plurality of the votes cast. However, Messrs. Harrington’s and Somers’s elections did not receive a majority of the share votes cast. Therefore, pursuant to the Company’s Governance Guidelines, each of Messrs. Harrington and Somers offered to resign and the Nominating and Governance Committee and the entire Board of Trustees (the “Board”) then considered whether to accept or reject each resignation offer with Messrs. Harrington and Somers each recusing himself from participating in these decisions.
In response to inquiries from the Nominating and Governance Committee and the Board, each of Messrs. Harrington and Somers stated that they were willing to serve if his offered resignation was declined. The Nominating and Governance Committee and the Board then separately considered the individual characteristics of each of Messrs. Harrington and Somers, including his individual qualifications to serve on the Board, his historical performance as a Board member, the on-going responsibilities undertaken by him, his committee assignments and the possible benefits and harms to the Company of accepting their individual resignations, the reasons for the large number of withhold votes cast as stated in certain proxy advisory publications and other matters.
The Nominating and Governance Committee then recommended that the Board decline to accept the offer of each of Messrs. Harrington and Somers to resign as a Trustee. Without the participation of Messrs. Harrington and Somers, the Board then unanimously determined to reject each offer to resign. Accordingly, each of Messrs. Harrington and Somers continues as an Independent Trustee until the next election for their respective positions and until each of their respective successors is duly elected and qualifies.
The Company’s shareholders also voted on 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 2017 annual meeting of shareholders. This proposal received the following votes:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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82,845,066 |
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97,203,632 |
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1,808,553 |
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40,349,763 |
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The Company’s shareholders also voted on a non-binding advisory vote on the frequency of future shareholder advisory votes to approve executive compensation. This proposal received the following votes:
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One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker Non-Votes |
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158,635,029 |
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924,303 |
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21,474,988 |
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822,931 |
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40,349,763 |
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Consistent with the shareholder vote, the Board has determined that it will hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers every year. The Board of Trustees may, in its discretion, determine to change the frequency with which the Company holds this vote.
The Company’s shareholders also ratified the appointment of Ernst & Young LLP as the Company’s independent auditors to serve for the 2017 fiscal year. This proposal received the following votes:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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219,100,477 |
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2,555,089 |
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551,448 |
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— |
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A non-binding shareholder proposal made by UAW Retiree Medical Benefits Trust was also voted on at the meeting. The Comptroller of the City of New York was a co-filer of the proposal. The proposal requested that the Board adopt, and present for shareholder approval, a “proxy access” bylaw. This proposal received the following votes:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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141,700,945 |
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38,401,639 |
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1,754,667 |
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40,349,763 |
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The results reported above are final voting results.
Item 8.01. Other Events.
On May 18, 2017, 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 18, 2017, the Company granted each of the Company’s Trustees an award of 3,000 common shares of beneficial interest, $.01 par value, of the Company (the “Common Shares”) valued at $21.25 per share, the closing price of the Common Shares on The NASDAQ Stock Market LLC on that date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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.
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SENIOR HOUSING PROPERTIES TRUST |
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By: |
/s/ Richard W. Siedel, Jr. |
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Name: |
Richard W. Siedel, Jr. |
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Title: |
Chief Financial Officer and Treasurer |
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Date: May 22, 2017 |
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Exhibit 10.1
SENIOR HOUSING PROPERTIES TRUST
Summary of Trustee Compensation
The following is a summary of the currently effective compensation of the Trustees of Senior Housing Properties Trust (the “Company”) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the “Board”) or the Compensation Committee of the Board, as applicable.
· Each Independent Trustee receives an annual fee of $40,000 for services as a Trustee, plus a fee of $1,250 for each meeting attended. Up to two $1,250 fees are paid if a Board meeting and one or more Board committee meetings, or two or more Board committee meetings, are held on the same date.
· Each Independent Trustee who serves as a committee chair of the Board’s Audit Committee, Compensation Committee or Nominating and Governance Committee receives an additional annual fee of $15,000, $10,000 and $10,000, respectively.
· The lead Independent Trustee receives an additional annual cash retainer fee of $12,500 for serving in this role.
· Each Trustee receives a grant of 3,000 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.