UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
(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(s) | Name Of Each Exchange On Which Registered | ||
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 “we”, “us”, “our” and “the Company” refer to Diversified Healthcare Trust.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 5, 2023 the Board of Trustees (the “Board”) of the Company approved and adopted the Company’s Second Amended and Restated Bylaws (the “Amended Bylaws”). The Amended Bylaws address Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”) and certain technical updates.
Sections 2.14.1, 2.14.5 and 2.18 of the Amended Bylaws have been updated to address the Universal Proxy Rules, including (i) to update the procedures and information requirements for the nomination of persons, other than the Company’s nominees, for election to the Board of Trustees of the Company, pursuant to Rule 14a-19, (ii) to provide the chairperson of the meeting and the Board of Trustees the power to declare a nomination defective and to disregard such defective nomination if it is determined that a solicitation in support of nominees other than the Company’s was not conducted in compliance with Rule 14a-19 and (iii) to incorporate other technical changes in light of Rule 14a-19.
The foregoing summary description of the Amended Bylaws is not intended to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is included as Exhibit 3.5 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended Bylaws indicating changes made to the Company’s bylaws as they existed immediately prior to the adoption of the Amended Bylaws is attached as Exhibit 3.6.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of shareholders held on June 5, 2023 (the “Annual Meeting”), the Company’s shareholders voted on the election of seven Trustees to the Board each for a one year term of office continuing until the Company’s 2024 annual meeting of shareholders and until her, his or their respective successor is duly elected and qualifies. The following persons were elected as Trustees and received the following votes:
Nominee | Votes For | Withhold | Broker Non-Votes | |||||||||
| Jennifer F. Francis | 138,781,131 | 23,099,094 | 44,587,676 | |||||||||
| John L. Harrington | 105,931,072 | 55,949,153 | 44,587,676 | |||||||||
| Lisa Harris Jones | 107,457,480 | 54,422,745 | 44,587,676 | |||||||||
| Daniel F. LePage | 140,604,308 | 21,275,917 | 44,587,676 | |||||||||
| David A. Pierce | 140,604,981 | 21,275,244 | 44,587,676 | |||||||||
| Adam D. Portnoy | 93,986,126 | 67,894,099 | 44,587,676 | |||||||||
| Jeffrey P. Somers | 139,989,231 | 21,890,994 | 44,587,676 | |||||||||
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 2023 proxy statement. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 134,727,264 | 26,778,560 | 374,401 | 44,587,676 | |||||||||||
The Company’s shareholders also voted on a non-binding advisory vote on the frequency of future shareholder advisory votes to approve executive compensation. This proposal received the following votes:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 150,031,299 | 301,841 | 2,257,714 | 9,289,371 | 44,587,676 |
Consistent with the shareholder vote, the Board has determined that it will hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers every year. The Board may, in its discretion, determine to change the frequency with which the Company holds this vote.
The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2023 fiscal year. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 186,446,590 | 19,557,321 | 463,990 | N/A | |||||||||||
The results reported above are final voting results.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.5 | Second Amended and Restated Bylaws of the Company, as of June 5, 2023 | |
| 3.6 | Second Amended and Restated Bylaws of the Company, as of June 5, 2023 (marked copy) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| DIVERSIFIED HEALTHCARE TRUST | ||
| By: | /s/ Richard W. Siedel, Jr. | |
| Name: | Richard W. Siedel, Jr. | |
| Title: | Chief Financial Officer and Treasurer | |
Date: June 6, 2023