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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

 

March 27, 2024
Date of Report
(Date of earliest event reported)

 

The RMR Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-37616 8742 47-4122583
(Commission File Number) (Primary Standard Industrial  (IRS Employer
  Classification Code Number) Identification Number)

 

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA, 02458-1634
(Address of principal executive offices, including zip code)

 

(617) 796-8230

(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.

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title Of Each Class   Trading Symbol   Name Of Each Exchange On
Which Registered
Class A common stock, $0.001 par value per share   RMR   The Nasdaq Stock Market LLC
(Nasdaq Capital Market)

 

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).

 

¨ 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. ¨

 

 

 

 

 

In this Current Report on Form 8-K, the terms “the Company” or “its” refer to The RMR Group Inc.

 

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

 

At the Company’s annual meeting of shareholders held on March 27, 2024 (the “2024 Annual Meeting”), the Company’s shareholders voted on the election of six Directors to the Company’s Board of Directors each for a term of office continuing until the Company’s 2025 annual meeting of shareholders and until her, his or their respective successor is duly elected and qualifies. The following persons were elected as Directors and received the following votes:

 

 

Nominee

  Votes For   Withhold  

Broker

Non-Votes

Jennifer B. Clark   172,440,675   857,524   1,083,190
Ann Logan   169,399,861   3,898,338   1,083,190
Rosen Plevneliev   169,405,965   3,892,234   1,083,190
Adam D. Portnoy   169,171,456   4,126,743   1,083,190
Jonathan Veitch   168,220,755   5,077,444   1,083,190
Walter C. Watkins, Jr.   169,389,227   3,908,972   1,083,190

 

The Company’s 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 for the 2024 Annual Meeting. This proposal received the following votes:

 

For   Against   Abstain   Broker Non-Votes
171,571,365   1,671,662   55,172   1,083,190

 

The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2024 fiscal year. This proposal received the following votes:

 

For   Against   Abstain   Broker Non-Votes
174,358,268   15,892   7,229  

 

The results reported above are final voting results.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)          Exhibit

 

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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.

 

  THE RMR GROUP INC.
   
Date: March 27, 2024 By: /s/ Matthew P. Jordan
    Matthew P. Jordan
   

Executive Vice President,

Chief Financial Officer and Treasurer