Current Report Filing (8-k)
May 20 2015 - 4:03PM
Edgar (US Regulatory)
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 19, 2015
BOSTON
PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-13087 |
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04-2473675 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103
(Address of principal executive offices) (Zip Code)
(617) 236-3300
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
Boston Properties, Inc. (the
Company) held its 2015 annual meeting of stockholders (the 2015 Annual Meeting) on May 19, 2015. At the 2015 Annual Meeting, the stockholders of the Company were asked to (1) elect Carol B. Einiger,
Dr. Jacob A. Frenkel, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Alan J. Patricof, Ivan G. Seidenberg, Owen D. Thomas, Martin Turchin, David A. Twardock and Mortimer B. Zuckerman to the Companys Board of Directors,
(2) cast an advisory vote on named executive officer compensation, as disclosed in the Companys proxy statement pursuant to Item 402 of Regulation S-K, (3) ratify the Audit Committees appointment of PricewaterhouseCoopers
LLP (PWC) as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015, (4) vote on a stockholder proposal concerning an independent board chairman, (5) vote on a
stockholder proposal concerning the adoption of a proxy access by-law and (6) vote on a stockholder proposal concerning the adoption of a policy regarding accelerated vesting of equity awards to senior executives upon a change in
control.
At the 2015 Annual Meeting, the stockholders elected all eleven director nominees, approved the advisory resolution on the
compensation of the Companys named executive officers and ratified the appointment of PWC as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015. None of the stockholder proposals
received the affirmative vote of a majority of shares present in person or represented by proxy at the 2015 Annual Meeting and entitled to vote and, as a result, such stockholder proposals were not approved.
The following is a statement of the number of votes cast for or against each matter or director nominee. In addition, the following also sets
forth the number of abstentions and broker non-votes with respect to each matter or director nominee, as applicable.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Election of Directors: |
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Carol B. Einiger |
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130,766,269 |
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4,304,609 |
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347,133 |
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3,368,940 |
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Dr. Jacob A. Frenkel |
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131,082,131 |
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4,195,656 |
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140,223 |
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3,368,940 |
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Joel I. Klein |
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131,439,959 |
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3,838,460 |
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139,591 |
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3,368,940 |
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Douglas T. Linde |
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133,206,179 |
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2,072,340 |
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139,492 |
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3,368,940 |
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Matthew J. Lustig |
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134,261,583 |
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918,036 |
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238,392 |
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3,368,940 |
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Alan J. Patricof |
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128,673,447 |
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6,402,402 |
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342,162 |
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3,368,940 |
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Ivan G. Seidenberg |
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134,286,934 |
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991,902 |
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139,174 |
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3,368,940 |
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Owen D. Thomas |
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133,575,351 |
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1,705,175 |
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137,485 |
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3,368,940 |
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Martin Turchin |
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132,888,622 |
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2,389,825 |
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139,564 |
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3,368,940 |
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David A. Twardock |
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130,939,562 |
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4,338,562 |
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139,887 |
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3,368,940 |
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Mortimer B. Zuckerman |
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132,476,536 |
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2,801,387 |
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140,088 |
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3,368,940 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Non-binding, advisory vote on named executive officer compensation |
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116,444,229 |
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18,786,434 |
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187,348 |
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3,368,940 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Ratification of appointment of PWC |
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136,396,102 |
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2,250,187 |
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140,662 |
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N/A |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Stockholder proposal concerning independent board chair |
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38,820,935 |
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96,422,402 |
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174,673 |
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3,368,940 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Stockholder proposal concerning the adoption of a proxy access by-law |
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62,562,102 |
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72,667,023 |
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188,885 |
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3,368,940 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Stockholder proposal concerning the adoption of a policy regarding accelerated vesting |
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38,102,844 |
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96,963,311 |
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351,856 |
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3,368,940 |
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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.
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BOSTON PROPERTIES, INC. |
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Date: May 20, 2015 |
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By: |
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/s/ Michael E. LaBelle |
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Name: |
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Michael E. LaBelle |
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Title: |
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Senior Vice President, Chief Financial Officer |
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