Current Report Filing (8-k)
May 23 2019 - 7:27AM
Edgar (US Regulatory)
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 21, 2019
Senior Housing Properties Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
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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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Two Newton Place,
255 Washington Street, Suite 300
Newton, Massachusetts
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02458-1634
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Shares of Beneficial Interest
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SNH
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The Nasdaq Stock Market LLC
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5.625% Senior Notes due 2042
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SNHNI
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The Nasdaq Stock Market LLC
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6.25% Senior Notes due 2046
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SNHNL
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The Nasdaq Stock Market LLC
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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).
Emergin
g growth company
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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.
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In this Current Report on Form 8-K, the term the Company refers to Senior Housing Properties Trust.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Companys annual meeting of shareholders held on May 21, 2019, the Companys shareholders voted on the election of John L. Harrington as an Independent Trustee in Class II of the Board of Trustees (the Board) for a three year term of office continuing until the Companys 2022 annual meeting of shareholders and until his successor is duly elected and qualifies. Mr. Harrington received the following votes:
For
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Withhold
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Broker Non-Votes
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109,224,641
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60,501,603
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49,388,213
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The Companys shareholders also voted on the election of Adam D. Portnoy as a Managing Trustee in Class II of the Board for a three year term of office continuing until the Companys 2022 annual meeting of shareholders and until his successor is duly elected and qualifies. Mr. Portnoy received the following votes:
For
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Withhold
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Broker Non-Votes
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89,191,753
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80,534,491
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49,388,213
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The Companys shareholders also voted on a non-binding advisory resolution on the compensation paid to the Companys named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Companys proxy statement relating to the Companys 2019 annual meeting of shareholders. This proposal received the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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106,021,928
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62,700,003
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1,004,313
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49,388,213
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The Companys shareholders also ratified the appointment of Ernst & Young LLP as the Companys independent auditors to serve for the 2019 fiscal year. This proposal received the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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210,282,918
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7,874,550
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956,989
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N/A
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The results reported above are final voting results.
Item 8.01.
Other Events.
Board Committee and Other Appointments
On May 21, 2019, the Board appointed its Independent Trustees, Messrs. Harrington and Jeffrey P. Somers and Ms. Lisa Harris Jones, to each serve on the Audit Committee, Compensation Committee and Nominating and Governance Committee, with Mr. Harrington appointed Chair of the Audit Committee, Mr. Somers appointed Chair of the Compensation Committee and Ms. Harris Jones appointed Chair of the Nominating and Governance Committee. The Independent Trustees selected Ms. Harris Jones to serve as the Lead Independent Trustee. The Board also appointed Mr. Portnoy to serve as Chair of the Board.
Trustee Compensation
Also on May 21, 2019, the Company updated its Trustee compensation arrangements. A summary of the Companys currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Companys Trustee compensation arrangements, on May 21, 2019, the Company awarded each of the Companys Trustees 3,000 common shares of beneficial interest, $0.01 par value, of the Company (the Common Shares) valued at $7.95 per share, the closing price of the Common Shares on The Nasdaq Stock Market LLC on that date.
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Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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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 W. Siedel, Jr.
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Name:
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Richard W. Siedel, Jr.
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Title:
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Chief Financial Officer and Treasurer
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Date: May 23, 2019
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