Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8K
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 23, 2018

BOSTON PROPERTIES, INC.
BOSTON PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrants As Specified in its Charter)
Boston Properties, Inc.
Delaware
113087
042473675
 
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
Boston Properties Limited Partnership
Delaware
050209
04-3372948
 
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
800 Boylston Street, Suite 1900, Boston, Massachusetts 02199
(Address of Principal Executive Offices) (Zip Code)
(617) 236-3300
(Registrants’ 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 registrants under any of the following provisions (see General Instruction A.2. below):
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))

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).
  
Boston Properties, Inc.:

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. ☐

Boston Properties Limited Partnership:

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. ☐







Item 5.07.    Submission of Matters to a Vote of Security Holders
Boston Properties, Inc. (the “Company”), the sole general partner of Boston Properties Limited Partnership, held its 2018 annual meeting of stockholders (the “2018 Annual Meeting”) on May 23, 2018. At the 2018 Annual Meeting, the stockholders of the Company were asked to (1) elect Kelly A. Ayotte, Bruce W. Duncan, Karen E. Dykstra, Carol B. Einiger, Dr. Jacob A. Frenkel, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Owen D. Thomas, Martin Turchin and David A. Twardock to the Company’s Board of Directors, (2) cast a non-binding, advisory vote on named executive officer compensation, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K, and (3) ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PWC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
At the 2018 Annual Meeting, the stockholders elected all eleven director nominees, approved the advisory resolution on the compensation of the Company’s named executive officers and ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
The following is a statement of the number of votes cast for or against each matter or director nominee, as applicable. In addition, the following also sets forth the number of abstentions and broker non-votes with respect to each matter or director nominee, as applicable.
Proposal 1 - Election of Directors
 
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Kelly A. Ayotte
 
140,596,651

 
385,948

 
129,244

 
2,613,974

Bruce W. Duncan
 
137,654,778

 
3,419,654

 
37,411

 
2,613,974

Karen E. Dykstra
 
140,673,339

 
401,825

 
36,679

 
2,613,974

Carol B. Einiger
 
135,486,622

 
5,572,299

 
52,922

 
2,613,974

Dr. Jacob A. Frenkel
 
137,927,110

 
3,147,082

 
37,651

 
2,613,974

Joel I. Klein
 
138,085,763

 
2,988,284

 
37,796

 
2,613,974

Douglas T. Linde
 
139,075,823

 
1,998,782

 
37,239

 
2,613,974

Matthew J. Lustig
 
140,385,247

 
659,551

 
67,046

 
2,613,974

Owen D. Thomas
 
140,443,010

 
631,247

 
37,587

 
2,613,974

Martin Turchin
 
134,487,956

 
6,568,535

 
55,353

 
2,613,974

David A. Twardock
 
133,758,032

 
7,299,503

 
54,308

 
2,613,974



Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
127,970,065
 
12,928,293
 
213,485
 
2,613,974





Proposal 3 - Ratification of Appointment of PWC

For
 
Against
 
Abstain
 
Broker
Non-Votes
141,621,442
 
2,056,475
 
47,900
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
BOSTON PROPERTIES, INC.
 
 
By:
/s/    MICHAEL E. LABELLE
 
Michael E. LaBelle
 
Executive Vice President, Chief Financial Officer
 
and Treasurer
 
 
 
 
 
 
BOSTON PROPERTIES LIMITED PARTNERSHIP
By: Boston Properties, Inc., its General Partner
 
 
By:
/s/    MICHAEL E. LABELLE
 
Michael E. LaBelle
 
Executive Vice President, Chief Financial Officer
 
and Treasurer

Date: May 29, 2018