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): June 3, 2021
Diversified Healthcare 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol(s) |
Name
Of Each Exchange On
Which Registered |
||
| Common Shares of Beneficial Interest | DHC | The Nasdaq Stock Market LLC | ||
| 5.625% Senior Notes due 2042 | DHCNI | The Nasdaq Stock Market LLC | ||
| 6.25% Senior Notes due 2046 | DHCNL | The Nasdaq Stock Market LLC |
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 ¨
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. ☐
In this Current Report on Form 8-K, the terms “we,” “us,” “our” and “the Company” refer to Diversified Healthcare Trust.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2021, the Board of Trustees (the “Board”) elected Jennifer F. Francis, the Company’s then current President and Chief Operating Officer, to the offices of President and Chief Executive Officer. Ms. Francis does not have any family relationships with any of the Company’s Trustees or executive officers, is not a party to any transactions of the type listed in Item 404(a) of Regulation S-K, and was not appointed pursuant to any arrangement or understanding with any other person. Ms. Francis’s biography is contained in the Company’s proxy statement for the Company’s annual meeting of shareholders held on June 3, 2021 (the “Annual Meeting”), which was filed with the Securities and Exchange Commission on March 30, 2021, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted on the election of Lisa Harris Jones as an Independent Trustee of the Board for a one-year term of office continuing until the Company’s 2022 annual meeting of shareholders and until her successor is duly elected and qualifies. Ms. Harris Jones received the following votes:
| For | Withhold | Broker Non-Votes | ||||||||
| 124,953,198 | 50,797,108 | 30,194,976 | ||||||||
The Company’s shareholders also voted on the election of Jennifer F. Francis as a Managing Trustee of the Board for a one-year term of office continuing until the Company’s 2022 annual meeting of shareholders and until her successor is duly elected and qualifies. Ms. Francis received the following votes:
| For | Withhold | Broker Non-Votes | ||||||||
| 153,005,483 | 22,744,823 | 30,194,976 | ||||||||
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 Annual Meeting. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 157,930,456 | 17,219,966 | 599,884 | 30,194,976 | |||||||||||
The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2021 fiscal year. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 204,478,098 | 948,340 | 518,844 | N/A | |||||||||
The results reported above are final voting results.
Item 8.01. Other Events.
Trustee Compensation
Also on June 3, 2021, 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 June 3, 2021, the Company awarded each of the Company’s Trustees 20,000 of our common shares of beneficial interest, $0.01 par value (“Common Shares”), valued at $3.70 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. | |
| 10.1 | Summary of Trustee Compensation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| DIVERSIFIED HEALTHCARE TRUST | ||
| By: | /s/ Richard W. Siedel, Jr. | |
| Name: | Richard W. Siedel, Jr. | |
| Title: | Chief Financial Officer and Treasurer | |
Date: June 4, 2021
Exhibit 10.1
DIVERSIFIED HEALTHCARE TRUST
Summary of Trustee Compensation
The following is a summary of the currently effective compensation of the Trustees of Diversified Healthcare 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 $75,000 for services as a Trustee. The annual fee for any new Independent Trustee is prorated for the initial year. |
| · | 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 $17,500, $12,500 and $12,500, respectively. The committee chair fee for any new committee chair is prorated for the initial year. |
| · | The Lead Independent Trustee receives an additional annual cash retainer fee of $15,000 for serving in this role. |
| · | Each Trustee receives a grant of 20,000 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. |