- Current report filing (8-K)
May 14 2010 - 5:02PM
Edgar (US Regulatory)
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):
May 14, 2010 (May 12,
2010)
SENIOR HOUSING PROPERTIES TRUST
(Exact Name of
Registrant as Specified in Its Charter)
Maryland
(State or Other
Jurisdiction of Incorporation)
001-15319
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04-3445278
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(Commission File
Number)
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(IRS Employer
Identification No.)
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400
Centre Street, Newton, Massachusetts
02458
(Address of
Principal Executive Offices) (Zip Code)
617-796-8350
(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 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))
Item
5.07. Submission of Matters to a Vote of
Security Holders.
At the annual meeting of
shareholders of Senior Housing Properties Trust, or the Company, held on May 12,
2010, the Companys shareholders elected John L. Harrington as the Independent
Trustee in Group II of the Board of Trustees, or the Board, for a three (3) year
term of office until the Companys 2013 annual meeting of shareholders and to
serve until his successor shall have been elected and qualified. Mr. Harrington received the following
votes:
For
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Against
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Withhold
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Broker Non-Vote
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97,555,057
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2,911,937
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1,981,657
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15,466,858
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The Companys
shareholders also elected Adam D. Portnoy as the Managing Trustee in Group II
of the Board for a three (3) year term of office until the Companys 2013
annual meeting of shareholders and to serve until his successor shall have been
elected and qualified. Mr. Adam
Portnoy received the following votes:
For
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Against
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Withhold
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Broker Non-Vote
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88,214,606
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11,022,182
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3,211,863
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15,466,858
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Also at the Companys
2010 annual meeting of shareholders, shareholders ratified the appointment of
Ernst & Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2010. This proposal received the following votes:
For
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Against
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Abstain
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Broker Non-Vote
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117,388,387
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365,735
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161,387
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N/A
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Item
8.01. Other Events.
Change to Trustee Compensation; Share Grants
On May 12, 2010, the
Company changed its trustee compensation arrangements. A summary of the Companys currently
effective trustee compensation arrangement is filed as Exhibit 10.1 hereto
and is incorporated by reference herein.
On May 12, 2010, the
Company granted each of the Companys trustees 2,000 common shares of
beneficial interest, par value $0.01 per share, valued at $22.22, the closing
price of the Companys common shares on the New York Stock Exchange on that
day, pursuant to the trustee compensation arrangements described above.
Letter
to Five Star Quality Care, Inc.
On May 12, 2010, the
Board sent a letter to the Board of Directors of Five Star Quality Care, Inc.,
or Five Star, the Companys largest tenant, requesting that the Board of
Directors of Five Star consider appointing a committee of Five Stars
Independent Directors to meet with a committee of the Companys Independent
Trustees to consider possible transactions between the Company and Five Star in
light of recent tax law changes with respect to real estate investment trusts
and the recent enactment of the Patient Protection and Affordable Care Act, as
further set forth in that
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letter. In connection with the sending of such
letter, on May 12, 2010, the Companys Board appointed a special committee
consisting of its Independent Trustees with authority to engage in such a
dialogue and to consider these matters further, including engaging in possible
negotiations regarding transactions of the type referenced in the letter or
other possible transactions.
A copy of the letter is attached hereto as Exhibit 99.1. Although the Company expects that the
possible transactions referenced in the letter will be considered by the
special committee of the Board of Trustees of the Company, the topics to be
considered may change at any time. There
can be no assurance that any of the potential transactions referred to in the
letter or in this report will be further explored, pursued or undertaken or
that other types of actions will, or will not, be explored, pursued or undertaken.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
.
The Company hereby files
the following exhibits:
10.1
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Summary of Trustee
Compensation.
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99.1
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Letter to the Board of
Directors of Five Star Quality Care, Inc. from the Board of Trustees of
Senior Housing Properties Trust, dated May 12, 2010.
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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.
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SENIOR HOUSING PROPERTIES TRUST
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By:
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/s/ Richard A. Doyle
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Richard A. Doyle
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Treasurer and Chief
Financial Officer
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Date: May 14, 2010
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