UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 30, 2017

 

SENIOR HOUSING PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-15319

 

04-3445278

(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)

 

617-796-8350

(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:

 

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).

 

Emerging growth company  o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any 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 terms “the Trust,” “we,” “us,” and “our” refer to Senior Housing Properties Trust.

 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 30, 2017, our Board of Trustees, or our Board, by unanimous vote elected to become subject to Title 3, Subtitle 8 of the Maryland General Corporation Law, as applicable to real estate investment trusts organized under Maryland law, so that henceforth our Board will be classified and approximately one-third of our Board will be elected at each annual meeting of our shareholders for three year terms and that members of our Board may only be removed for cause. Shortly thereafter, Articles Supplementary to the Articles of Amendment and Restatement of the Trust were filed with the State Department of Assessments and Taxation of Maryland to implement these changes. The Articles Supplementary were effective upon filing. The foregoing description of the Articles Supplementary is subject to and qualified in its entirety by reference to the Articles Supplementary, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.

 

The Board’s decision to adopt a classified board was not taken in response to any known takeover attempt or threat.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

3.1

 

Articles Supplementary to Articles of Amendment and Restatement of the Trust, dated June 30, 2017.

 

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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.

 

 

SENIOR HOUSING PROPERTIES TRUST

 

 

 

By:

/s/ Richard W. Siedel, Jr.

 

Name:

Richard W. Siedel, Jr.

 

Title:

Chief Financial Officer and Treasurer

 

Dated:  June 30, 2017

 

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Exhibit 3.1

 

SENIOR HOUSING PROPERTIES TRUST

 

ARTICLES SUPPLEMENTARY

 

Senior Housing Properties Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST:  Under a power contained in Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), by resolutions duly adopted by the Board of Trustees of the Trust (the “Board”) and notwithstanding any other provision in the Articles of Amendment and Restatement of the Trust (the “Charter”) or the Bylaws of the Trust to the contrary, the Trust elects to be subject to Section 3-803 of the MGCL, the repeal of which may be effected only by the means authorized by Section 3-802(b)(3) of the MGCL.  Notwithstanding any other provision of the Charter, a Trustee may not be removed without cause.

 

SECOND:  The Trust’s election to be subject to Section 3-803 of the MGCL has been approved by the Board in the manner and by the vote required by law.

 

THIRD:  The undersigned acknowledges these Articles Supplementary to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

[SIGNATURE PAGE FOLLOWS]

 


 

IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to be executed in its name and on its behalf by its President, and attested to by its Secretary, on this 30th day of June, 2017.

 

ATTEST:

 

SENIOR HOUSING PROPERTIES TRUST

 

 

 

/s/ Jennifer B. Clark

 

By:

/s/ David J. Hegarty

(SEAL)

Jennifer B. Clark

 

 

David J. Hegarty

 

Secretary

 

 

President

 

 

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