SNH Senior Housing Properties Trust

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

At the annual meeting of shareholders of the Company held on May 18, 2016, the shareholders elected Mr. Jeffrey P. Somers as an Independent Trustee  by the following votes:

At the same meeting, the shareholders elected Mr. John L. Harrington as an Independent Trustee by the following votes:

At the same meeting, the shareholders elected Mr. Adam D. Portnoy as a Managing Trustee by the following votes:

At the same meeting, the shareholders elected Mr. Barry M. Portnoy as a Managing Trustee by the following votes:

In accordance with the Company’s governing documents and applicable law, each of Messrs. Somers, Harrington, Adam Portnoy and Barry Portnoy were elected by a plurality of the votes cast.  However, their elections did not receive a majority of the share votes cast.  Therefore, pursuant to the Company’s Governance Guidelines, each of these Trustees offered to resign, and the Nominating and Governance Committee and the entire Board then considered whether to accept or reject each resignation offer with each Trustee recusing himself from participating in the decision with regard to his individual resignation offer.

In response to inquiries from the Nominating and Governance Committee and the Board, each of these Trustees stated that he was willing to serve if his offered resignation was declined.  The Nominating and Governance Committee and the Board then separately considered the individual characteristics of each of the foregoing Trustees, including his individual qualifications to serve on the Board, his historical performance as a Board member, the on-going responsibilities undertaken by each Trustee, the committee assignments of each Trustee and the possible benefits and harms to the Company of accepting the individual resignations, the reasons for the large number of withhold votes cast as stated in certain proxy advisory publications and other matters.

The Nominating and Governance Committee then recommended that the Board decline to accept the offer of each of these Trustees to resign as a Trustee.  Without the participation of each Trustee in the decision regarding his individual resignation offer, the Board then unanimously determined to reject each offer to resign.  Accordingly, each of Messrs. Somers and Harrington continues as an Independent Trustee and each of Messrs. Adam Portnoy and Barry Portnoy continues as a Managing Trustee until the next election for their respective positions and until each of their respective successors is duly elected and qualifies.

The 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 Company’s 2016 annual meeting of shareholders.  This proposal received the following votes:

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