0001104659-18-074144.txt : 20181220 0001104659-18-074144.hdr.sgml : 20181220 20181220172038 ACCESSION NUMBER: 0001104659-18-074144 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181220 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181220 DATE AS OF CHANGE: 20181220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT PROPERTIES INCOME TRUST CENTRAL INDEX KEY: 0001456772 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 264273474 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34364 FILM NUMBER: 181246996 BUSINESS ADDRESS: STREET 1: C/O THE RMR GROUP STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: (617) 219-1440 MAIL ADDRESS: STREET 1: C/O THE RMR GROUP STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: Government Properties Income Trust DATE OF NAME CHANGE: 20090220 8-K 1 a18-41917_18k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 20, 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).

Emerging growth company o

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 terms “we”, “us” or “our” refer to Government Properties Income Trust.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 20, 2018, we increased the number of our authorized common shares of beneficial interest, par value $.01 per share, or our common shares, from 150,000,000 to 200,000,000, pursuant to Articles of Amendment to our Amended and Restated Declaration of Trust which we filed and which were effective that day.

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

On December 20, 2018, we held a special meeting of our shareholders at which our shareholders were asked to consider and vote upon the following proposals:

1. Approval of the issuance of our common shares pursuant to the Agreement and Plan of Merger, dated as of September 14, 2018, as it may be amended from time to time, or the Merger Agreement, by and among us, our wholly owned subsidiary, GOV MS REIT, and Select Income REIT (which we refer to as the Share Issuance Proposal); and

2. Approval of the adjournment of our special meeting of shareholders from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the issuance of our common shares pursuant to the Merger Agreement if there are insufficient votes at the time of such adjournment to approve such proposal (which we refer to as the Adjournment Proposal).

Each of the foregoing proposals is described in detail in the definitive joint proxy statement/prospectus we filed with the Securities and Exchange Commission on November 16, 2018.

For each of the proposals, a quorum was present. According to the report of the Inspector of Elections, the Share Issuance Proposal was approved by the requisite vote of the holders of our common shares. The voting results for the Share Issuance Proposal is as follows:

Share Issuance Proposal

For		Against		Abstain
52,771,431		5,790,523		662,781

The results reported above are final voting results.

We did not call the vote on the Adjournment Proposal as there were sufficient votes to approve the Share Issuance Proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1

Articles of Amendment, dated December 20, 2018.

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.

	GOVERNMENT PROPERTIES INCOME TRUST


	By:	/s/ Mark L. Kleifges
	Name:	Mark L. Kleifges
	Title:	Chief Financial Officer and Treasurer

Dated: December 20, 2018

EX-3.1 2 a18-41917_1ex3d1.htm EX-3.1

Exhibit 3.1

GOVERNMENT PROPERTIES INCOME TRUST

ARTICLES OF AMENDMENT

Government Properties Income Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Declaration of Trust of the Trust is hereby amended by deleting the second sentence of Section 6.1 of Article VI in its entirety and substituting in lieu thereof a new sentence to read as follows:

“The Trust has authority to issue 200,000,000 Shares, consisting of 200,000,000 common shares of beneficial interest, $.01 par value per share (“Common Shares”).”

SECOND: The amendment to the Declaration of Trust of the Trust as set forth above has been duly approved by the Board of Trustees of the Trust. Pursuant to Section 8- 203(a)(8) of the Maryland REIT Law and Article VI, Section 6.1 of the Declaration of Trust of the Trust, no shareholder approval was required.

THIRD: The total number of shares of beneficial interest which the Trust had authority to issue immediately prior to this amendment was 150,000,000, consisting of 150,000,000 common shares, $.01 par value per share, having an aggregate par value of $1,500,000.

FOURTH: The total number of shares of beneficial interest which the Trust has authority to issue pursuant to this amendment is 200,000,000, consisting of 200,000,000 common shares, $.01 par value per share, having an aggregate par value of $2,000,000.

FIFTH: The undersigned President acknowledges these Articles of Amendment to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Secretary on this 20th day of December, 2018.

ATTEST:		GOVERNMENT PROPERTIES INCOME TRUST

By:	/s/ Jennifer B. Clark	By:	/s/ Mark L. Kleifges
Name:	Jennifer B. Clark	Name:	Mark L. Kleifges
Title:	Secretary	Title:	Chief Financial Officer and Treasurer

[Signature Page to Articles of Amendment of

Government Properties Income Trust Increase in Authorized Shares]