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

Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

 

Maryland

(Brandywine Realty Trust)

 

001-9106

 

23-2413352

 

 

 

 

 

Delaware

(Brandywine Operating Partnership, L.P.)

 

000-24407

(Commission file number)

 

23-2862640

(I.R.S. Employer

Identification Number)

(State or Other Jurisdiction of

Incorporation or Organization)

 

 

 

 

 

555 East Lancaster Avenue, Suite 100

Radnor, PA 19087

(Address of principal executive offices)

 

(610) 325-5600

(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):

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. 

 


 

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

 

On May 18, 2017, Brandywine Realty Trust held its 2017 Annual Meeting of Shareholders.  At the meeting, the shareholders voted on: (1) the election of eight trustees; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2017; (3) a non-binding, advisory vote regarding the compensation of our named executive officers; (4) a non-binding, advisory vote regarding the frequency of advisory votes on the compensation of our named executive officers; and (5) the amendment and restatement of our Amended and Restated 1997 Long-Term Incentive Plan.  The voting results on these proposals were as follows:

Proposal 1: Election of Eight Trustees

Trustee

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Carol G. Carroll

 

118,570,819

 

40,284,635

 

50,289

 

5,525,489

James C. Diggs

 

156,019,470

 

2,821,467

 

64,806

 

5,525,489

Wyche Fowler

 

118,124,521

 

40,725,779

 

55,443

 

5,525,489

H. Richard Haverstick, Jr.

 

156,663,730

 

2,190,389

 

51,624

 

5,525,489

Michael J. Joyce

 

155,028,031

 

2,619,045

 

1,258,667

 

5,525,489

Anthony A. Nichols, Sr.

 

119,984,991

 

38,865,614

 

55,138

 

5,525,489

Charles P. Pizzi

 

111,221,472

 

47,629,775

 

54,496

 

5,525,489

Gerard H. Sweeney

 

156,736,353

 

2,115,845

 

53,545

 

5,525,489

 

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2017

 

Votes For

 

Votes Against

 

Abstentions

162,599,119

 

1,768,677

 

63,436

 

Proposal 3: Advisory, non-binding vote on the compensation of our named executive officers

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

146,123,361

 

11,312,818

 

1,469,564

 

5,525,489

Proposal 4: Advisory, non-binding vote on the frequency of shareholder advisory votes on the compensation of our named executive officers

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

139,564,207

 

76,031

 

18,803,518

 

461,987

The Company has considered the stockholder vote regarding the frequency of stockholder advisory votes on the compensation of the named executive officers of the Company and intends to hold an advisory vote on the compensation of the named executive officers every year until the next vote on frequency, which will be no later than the Company’s Annual Meeting of Stockholders in 2023.

 

 

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Proposal 5: Amendment and Restatement of 1997 Long-Term Incentive Plan

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

149,417,400

 

9,304,792

 

183,551

 

5,525,489

 

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan (May 18, 2017) (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2017).

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

 

 

Brandywine Realty Trust

 

 

 

 

 

By:

  

/s/ Gerard H. Sweeney

 

 

 

Gerard H. Sweeney

 

 

 

President and Chief Executive Officer

 

 

Brandywine Operating Partnership L.P.,

 

By:

  

Brandywine Realty Trust, its sole General Partner

 

 

 

 

 

By:

 

/s/ Gerard H. Sweeney

 

 

 

Gerard H. Sweeney

 

 

 

President and Chief Executive Officer

Date:  May 19, 2017

 

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