Form 8-K - Current report

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 22, 2024

BOSTON PROPERTIES, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact Name of Registrant As Specified in its Charter)


Boston Properties, Inc.	Delaware	1-13087	04-2473675
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Boston Properties Limited Partnership	Delaware	0-50209	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

(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Boston Properties, Inc.

Common Stock, par value $0.01 per share

BXP

New York Stock Exchange

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 ☐

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.

Boston Properties, Inc. ☐ Boston Properties Limited Partnership ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

Boston Properties, Inc. (the “Company”), the sole general partner of Boston Properties Limited Partnership, held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”) on May 22, 2024. As described below in Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting, the stockholders approved the Fourth Amendment (the “Fourth Amendment”) to the Company’s 1999 Non-Qualified Employee Stock Purchase Plan (the “ESPP”). The Fourth Amendment was approved by the Company’s Board of Directors on January 25, 2024, and it became effective on May 22, 2024 upon approval by the Company's stockholders.

The sole purpose of the Fourth Amendment was to increase the number of shares of common stock authorized for issuance under the ESPP from 250,000 shares to 500,000 shares. This description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment filed as Exhibit 10.1 hereto and incorporated by reference herein.

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

At the 2024 Annual Meeting, the stockholders of the Company (1) elected Bruce W. Duncan, Carol B. Einiger, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Timothy J. Naughton, Owen D. Thomas, William H. Walton, III and Derek Anthony (Tony) West to the Company’s Board of Directors, (2) approved a non-binding, advisory vote on named executive officer compensation, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, (3) approved the Fourth Amendment and (4) ratified 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, 2024.

The following is a statement of the number of votes cast for and against each director nominee and each other matter voted upon, as applicable. In addition, the following sets forth the number of abstentions and broker non-votes with respect to each director nominee and each other matter, as applicable.

Proposal 1 - Election of Directors


	For	Against	Abstain	Broker Non-Votes
Bruce W. Duncan	128,744,040	8,970,538	774,157	6,082,886
Carol B. Einiger	128,522,724	9,191,430	774,581	6,082,886
Diane J. Hoskins	131,895,266	5,819,742	773,727	6,082,886
Mary E. Kipp	136,086,124	1,627,548	775,063	6,082,886
Joel I. Klein	113,214,285	24,499,017	775,433	6,082,886
Douglas T. Linde	134,878,609	2,835,098	775,028	6,082,886
Matthew J. Lustig	107,791,980	29,836,446	860,309	6,082,886
Timothy J. Naughton	136,860,710	852,733	775,292	6,082,886
Owen D. Thomas	108,351,013	21,780,422	8,357,300	6,082,886
William H. Walton, III	135,104,015	2,608,424	776,296	6,082,886
Derek Anthony (Tony) West	135,614,248	2,099,521	774,966	6,082,886

Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation


For	Against	Abstain	Broker Non-Votes
92,860,514	44,793,229	834,992	6,082,886

Proposal 3 - Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan


For	Against	Abstain	Broker Non-Votes
135,376,673	2,321,636	790,426	6,082,886

Proposal 4 - Ratification of Appointment of PwC


For	Against	Abstain	Broker Non-Votes
135,984,308	8,525,494	61,819	0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
*10.1			Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan .
*101.SCH			Inline XBRL Taxonomy Extension Schema Document.
*101.LAB			Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
*104			Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).

*Filed herewith.

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 24, 2024

Exhibit 10.1

FOURTH AMENDMENT

TO THE

BOSTON PROPERTIES, INC.

1999 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

The Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan, as amended (the “Plan”), is hereby further amended as follows:

1. Section 3 of the Plan is amended by deleting the reference to “250,000” and replacing it with “500,000.”

2. Except as so amended, the Plan is hereby confirmed in all other respects.

Executed this 22nd day of May, 2024.

BOSTON PROPERTIES, INC.

By: /s/ Eric G. Kevorkian

Name: Eric G. Kevorkian

Title: Senior Vice President, Chief Legal Officer & Secretary

Cover	May 22, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 22, 2024
Entity Registrant Name	BOSTON PROPERTIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-13087
Entity Tax Identification Number	04-2473675
Entity Address, Address Line One	800 Boylston Street, Suite 1900
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02199
City Area Code	617
Local Phone Number	236-3300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BXP
Security Exchange Name	NYSE
Entity Central Index Key	0001037540
Amendment Flag	false
Boston Properties Limited Partnership
Entity Information [Line Items]
Entity Registrant Name	BOSTON PROPERTIES LIMITED PARTNERSHIP
Entity Incorporation, State or Country Code	DE
Entity File Number	0-50209
Entity Tax Identification Number	04-3372948
Entity Emerging Growth Company	false
Entity Central Index Key	0001043121
Amendment Flag	false