8-K

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 24, 2018

Government Properties Income Trust

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-34364	26-4273474
(Commission File Number)	(IRS Employer Identification No.)

Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts	02458-1634
(Address of Principal Executive Offices)	(Zip Code)

617-219-1440

(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:

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 Government Properties Income Trust.

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

At the Company’s annual meeting of shareholders held on May 24, 2018, the Company’s shareholders voted on the election of Barbara D. Gilmore as an Independent Trustee in Class III of the Board of Trustees for a three year term of office continuing until the Company’s 2021 annual meeting of shareholders and until her successor is duly elected and qualifies.  Ms. Gilmore received the following votes:

For	Withhold	Broker Non-Votes
39,283,663	19,916,112	31,139,924

The Company’s shareholders also voted on the election of Elena B. Poptodorova as an Independent Trustee in Class III of the Board of Trustees for a three year term of office continuing until the Company’s 2021 annual meeting of shareholders and until her successor is duly elected and qualifies.  Ms. Poptodorova received the following votes:

For	Withhold	Broker Non-Votes
39,255,412	19,944,363	31,139,924

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 relating to the Company’s 2018 annual meeting of shareholders.  This proposal received the following votes:

For	Against	Abstain	Broker Non-Votes
33,341,379	22,828,967	3,029,429	31,139,924

The Company’s shareholders also ratified the appointment of Ernst & Young LLP as the Company’s independent auditors to serve for the 2018 fiscal year.  This proposal received the following votes:

For	Against	Abstain	Broker Non-Votes
87,155,751	2,467,917	716,031	—

The results reported above are final voting results.

Item 8.01.   Other Events.

On May 24, 2018, the Company updated its Trustee compensation arrangements.  A summary of the Company’s currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Consistent with the Company’s Trustee compensation arrangements, on May 24, 2018, the Company awarded each of the Company’s Trustees 3,000 common shares of beneficial interest, $.01 par value, of the Company (the “Common Shares”) valued at $14.10 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 Summary of Trustee Compensation

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.

	GOVERNMENT PROPERTIES INCOME TRUST
	By:	/s/ Mark L. Kleifges
	Name:	Mark L. Kleifges
	Title:	Chief Financial Officer and Treasurer
Date:  May 31, 2018

EX-10.1

Exhibit 10.1

GOVERNMENT PROPERTIES INCOME TRUST

Summary of Trustee Compensation

The following is a summary of the currently effective compensation of the Trustees of Government Properties Income Trust (the “Company”) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the “Board”) or the Compensation Committee of the Board, as applicable:

·Each Independent Trustee receives an annual fee of $50,000 for services as a Trustee, plus a fee of $1,250 for each meeting attended. Up to two $1,250 fees are paid if a Board meeting and one or more Board committee meetings, or two or more Board committee meetings, are held on the same date. The annual fee for any new Independent Trustee is prorated for the initial year.

·Each Independent Trustee who serves as a committee chair of the Board’s Audit Committee, Compensation Committee or Nominating and Governance Committee receives an additional annual fee of $15,000, $10,000 and $10,000, respectively. The committee chair fee for any new Independent Trustee is prorated for the initial year.

·Each Trustee receives a grant of 3,000 of the Company’s common shares of beneficial interest on the date of the first Board meeting following each annual meeting of shareholders (or, for Trustees who are first elected or appointed at other times, on the day of the first Board meeting attended).

·The Company generally reimburses all Trustees for travel expenses incurred in connection with their duties as Trustees and for out of pocket costs incurred in connection with their attending certain continuing education programs.