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EX-10.1 - EX-10.1 - OFFICE PROPERTIES INCOME TRUSTa13-13026_1ex10d1.htm

 

 

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 21, 2013

 

GOVERNMENT PROPERTIES INCOME TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-34364

 

26-4273474

(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)

 

617-219-1440

(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))

 

 

 



 

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

 

At the annual meeting of shareholders of Government Properties Income Trust, or the Company, held on May 21, 2013, the Company’s shareholders elected John L. Harrington as the Independent Trustee in Class I of the Board of Trustees for a three year term until the Company’s 2016 annual meeting of shareholders and to serve until his successor shall have been elected and qualified.  Mr. Harrington received the following votes:

 

For

 

Withhold

 

Broker Non-Vote

 

29,907,862

 

3,859,876

 

15,292,213

 

 

The Company’s shareholders also elected Adam D. Portnoy as the Managing Trustee in Class I of the Board of Trustees for a three year term until the Company’s 2016 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-Vote

 

22,143,930

 

11,623,808

 

15,292,213

 

 

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.  This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

48,570,999

 

222,884

 

266,068

 

N/A

 

 

The results reported above are final voting results.

 

Item 8.01.  Other Events.

 

Trustee Compensation

 

On May 21, 2013, 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.

 

On May 21, 2013, the Company granted each of the Company’s Trustees 2,000 common shares of beneficial interest, $.01 par value, or Common Shares, valued at $26.60, the closing price of the Company’s Common Shares on the New York Stock Exchange on that day, consistent with the trustee compensation arrangements.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

10.1                        Summary of Trustee Compensation.

 

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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.

 

 

 

GOVERNMENT PROPERTIES INCOME TRUST

 

 

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

Name:

Mark L. Kleifges

 

Title:

Treasurer and Chief Financial Officer

 

Date: May 28, 2013

 

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