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EX-10.1 - EX-10.1 - SELECT INCOME REIT | a18-13745_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 16, 2018
Select Income REIT
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-35442 |
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45-4071747 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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Two Newton Place, 255 Washington Street, |
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02458-1634 |
(Address of Principal Executive Offices) |
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(Zip Code) |
617-796-8303
(Registrants 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).
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 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 term the Company refers to Select Income REIT.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Companys annual meeting of shareholders held on May 16, 2018, the Companys shareholders voted on the election of William A. Lamkin as the Independent Trustee in Class III of the Board of Trustees for a three year term of office continuing until the Companys 2021 annual meeting of shareholders and until his successor is duly elected and qualifies. Mr. Lamkin received the following votes:
For |
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Withhold |
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Broker Non-Votes |
45,961,174 |
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22,557,335 |
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13,728,603 |
The Companys shareholders also voted on a non-binding advisory resolution on the compensation paid to the Companys named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Companys proxy statement relating to the Companys 2018 annual meeting of shareholders. This proposal received the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
57,568,901 |
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10,559,785 |
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389,823 |
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13,728,603 |
The Companys shareholders also ratified the appointment of Ernst & Young LLP as the Companys independent auditors to serve for the 2018 fiscal year. This proposal received the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
80,818,293 |
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1,311,012 |
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117,807 |
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The results reported above are final voting results.
Item 8.01. Other Events.
On May 16, 2018, the Company updated its Trustee compensation arrangements. A summary of the Companys currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Companys Trustee compensation arrangements, on May 16, 2018, the Company awarded each of the Companys Trustees 3,000 common shares of beneficial interest, $.01 par value, of the Company (the Common Shares) valued at $20.21 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 |
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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.
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SELECT INCOME REIT | |
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By: |
/s/ John C. Popeo |
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Name: |
John C. Popeo |
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Title: |
Chief Financial Officer and Treasurer |
Date: May 17, 2018