Office Properties Income Trust filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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In this Current Report on Form 8-K, the terms “we”, “us”, “our” and “the Company” refer to Office Properties Income Trust.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Timothy R. Pohl as Independent Trustee
Pursuant to the recommendation of the Nominating and Governance Committee, our Board of Trustees, or the Board, elected Timothy R. Pohl as an Independent Trustee initially on June 11, 2025 with a term expiring at our 2025 annual meeting of shareholders, or the 2025 Annual Meeting, and, upon the conclusion of the 2025 Annual Meeting, with a term expiring at our 2026 annual meeting of shareholders. Mr. Pohl has been appointed to serve on the Compensation Committee and a newly formed special committee of the Board.
Mr. Pohl, age 58, is the founder of TRP Advisors, LLC, where he currently serves as Senior Advisor and Consultant advising companies, financial institutions, and private equity firms on distressed situations, portfolio challenges and acquisition opportunities. Prior to founding TRP Advisors in 2019, he was a Managing Director in the Restructuring and Capital Solutions Group at Lazard, Freres & Co. LLC from 2009 to 2019, and earlier, was a partner and co-head of the global corporate restructuring practice at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Pohl has served on the board of directors of TPI Composites, Inc. since 2025 and served on the board of directors of Mondee Holdings, Inc. from 2024 to 2025 and Libbey, Inc. from May to November 2020 and a number of boards of privately owned companies. Mr. Pohl received a B.A. from Amherst College and a J.D. from the University of Chicago School of Law.
The Board concluded that Mr. Pohl is qualified to serve as an Independent Trustee in accordance with the requirements of The Nasdaq Stock Market LLC, the Securities and Exchange Commission, or the SEC, and our governing documents. There is no arrangement or understanding between Mr. Pohl and any other person pursuant to which Mr. Pohl was selected as a Trustee. There are no transactions, relationships or agreements between Mr. Pohl and us that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. Mr. Pohl does not have a family relationship with any member of the Board or any of our executive officers.
In connection with Mr. Pohl’s election as an Independent Trustee, we have agreed to pay as trustee fees to Mr. Pohl (a) $50,000 per month, (b) a per diem amount of $7,500 under certain specified limited circumstances, and (c) reimbursement of all reasonable and documented expenses incurred in connection with his service as an Independent Trustee, in each case, until the termination of his service as an Independent Trustee. We will also enter into an indemnification agreement with Mr. Pohl, which agreement will be on substantially the same terms as the indemnification agreements we have entered with our other Trustees and executive officers. We have previously filed a form of indemnification agreement as Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31, 2023, which form is incorporated herein by reference.
Second Amended and Restated 2009 Incentive Share Award Plan
As described in Item 5.07 below, at the 2025 Annual Meeting, the Company’s shareholders approved the Second Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan, or the Share Award Plan, which amended and restated the predecessor Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan to increase by 2,000,000 the total number of common shares of beneficial interest, $.01 par value per share, available for grant under the plan and to extend the term of the plan until June 12, 2035, the tenth anniversary of the 2025 Annual Meeting. The Company’s Trustees and officers, employees of The RMR Group LLC, consultants, advisors and other persons providing management, administrative or other services to us or to our subsidiaries are eligible to receive awards under the Share Award Plan.
A copy of the Share Award Plan that was approved by the Company’s shareholders was included as Annex A to the Company’s proxy statement for the 2025 Annual Meeting, or the 2025 Proxy Statement, which proxy statement was filed with the SEC on April 3, 2025, and is available at the SEC’s website at www.sec.gov. The terms and conditions of the Share Award Plan are described in detail in the 2025 Proxy Statement. The foregoing description of the Share Award Plan is qualified in its entirety by the terms of the Share Award Plan. A copy of the Share Award Plan is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting, the Company’s shareholders voted on the election of eight Trustees to the Board 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 | ||
| Jennifer B. Clark | 30,355,567 | 7,671,819 | 14,176,735 | ||
| Donna D. Fraiche | 30,236,333 | 7,791,053 | 14,176,735 | ||
| Barbara D. Gilmore | 30,301,013 | 7,726,373 | 14,176,735 | ||
| William A. Lamkin | 30,323,740 | 7,703,646 | 14,176,735 | ||
| Elena B. Poptodorova | 24,746,599 | 13,280,787 | 14,176,735 | ||
| Adam D. Portnoy | 24,785,763 | 13,241,623 | 14,176,735 | ||
| Jeffrey P. Somers | 23,153,944 | 14,873,442 | 14,176,735 | ||
| Mark A. Talley | 30,531,297 | 7,496,089 | 14,176,735 |
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 | |||
| 22,066,964 | 13,138,210 | 2,822,212 | 14,176,735 |
As described above in Item 5.02, the Company’s shareholders also voted on the approval of the Share Award Plan. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 28,828,534 | 6,595,842 | 2,603,010 | 14,176,735 |
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 | |||
| 50,012,372 | 1,793,117 | 398,632 | N/A |
The results reported above are final voting results.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit |
Description | |
| 10.1 | Second Amended and Restated Office Properties Income Trust 2009 Incentive Share Award 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.
| OFFICE PROPERTIES INCOME TRUST | ||
| By: | /s/ Brian E. Donley | |
| Name: | Brian E. Donley | |
| Title: | Chief Financial Officer and Treasurer | |
| Date: June 16, 2025 | ||