Diversified Healthcare Trust filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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In this Current Report on Form 8-K, the term “the Company” refers to Diversified Healthcare Trust.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, at the Company’s annual meeting of shareholders held on May 29, 2025 (the “Annual Meeting”), the Company’s shareholders approved the Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan (the “Equity Compensation Plan”), which amended and restated the Company’s existing Amended and Restated 2012 Equity Compensation Plan to increase by 3,500,000 the total number of common shares of beneficial interest, $.01 par value per share, available for awards and to extend the term of the plan until May 29, 2035, the tenth anniversary of the Annual Meeting. The Company's Trustees and officers, employees of The RMR Group LLC, consultants, advisors and other persons or entities providing management, administrative or other services to us or to our subsidiaries are eligible to receive awards under the Equity Compensation Plan.
A copy of the Equity Compensation Plan that was approved by the Company’s shareholders was included as Annex A to the Company’s proxy statement for the Annual Meeting, which proxy statement was filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025 (the “2025 Proxy Statement”), and is available at the SEC’s website at www.sec.gov. The terms and conditions of the Equity Compensation Plan are described in detail in the 2025 Proxy Statement. The foregoing description of the Equity Compensation Plan is qualified in its entirety by the terms of the Equity Compensation Plan. A copy of the Equity Compensation Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders voted on the election of seven Trustees to the Company’s Board of Trustees each for a one year term of office continuing until the Company’s 2026 annual meeting of shareholders and until her, his or their respective successor is duly elected and qualifies. The following persons were elected as Trustees and received the following votes:
| Nominee | Votes For | Withhold | Broker Non-Votes | |||
| Christopher J. Bilotto | 166,303,992 | 4,876,315 | 30,246,011 | |||
| Alan Felder | 166,835,261 | 4,345,046 | 30,246,011 | |||
| Lisa Harris Jones | 144,391,470 | 26,788,837 | 30,246,011 | |||
| Phyllis M. Hollis | 165,010,370 | 6,169,937 | 30,246,011 | |||
| Dawn K. Neher | 165,297,938 | 5,882,369 | 30,246,011 | |||
| Adam Portnoy | 134,285,987 | 36,894,320 | 30,246,011 | |||
| Jeffrey P. Somers | 131,452,805 | 39,727,502 | 30,246,011 |
The Company’s shareholders also voted on a non-binding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the 2025 Proxy Statement. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 162,374,717 | 8,618,238 | 187,352 | 30,246,011 |
As described above in Item 5.02, the Company’s shareholders also voted on the approval of the Equity Compensation Plan. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 164,766,615 | 6,237,228 | 176,464 | 30,246,011 |
The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2025 fiscal year. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 199,066,139 | 2,225,458 | 134,721 | N/A |
The results reported above are final voting results.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan (Filed herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| DIVERSIFIED HEALTHCARE TRUST | ||
| By: | /s/ Matthew C. Brown | |
| Name: | Matthew C. Brown | |
| Title: | Chief Financial Officer and Treasurer | |
Date: June 2, 2025