GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October24, 2018, Mark L. Kleifges announced his decision to retire and therefore resign as our Chief Financial Officer and Treasurer and as one of our Managing Trustees effective December31, 2018.

Also on October24, 2018, our Board of Trustees appointed Jeffrey C. Leer, age 39, as our Chief Financial Officer and Treasurer effective January1, 2019. Mr.Leer has held various positions with our manager, The RMR Group LLC, or RMR LLC, since February2013. Mr.Leer currently serves as the corporate controller of RMR LLC and a Senior Vice President of RMR LLC responsible for the day to day oversight of the accounting and finance support functions of RMR LLC and various affiliates. Prior to joining RMR LLC, Mr.Leer held accounting and finance positions at several Fortune 500 companies, including having served as a reporting and compliance manager of Boston Scientific Corporation from June2012 to February2013, and practiced for several years in public accounting. Mr.Leer is a certified public accountant.

Also on October24, 2018, our Board of Trustees, to a recommendation of the Nominating and Governance Committee of our Board of Trustees, elected David M. Blackman as the Managing Trustee in ClassII of our Board of Trustees effective January1, 2019. Mr.Blackman was elected to fill the vacancy caused by the resignation of Mark L. Kleifges and to serve the remainder of the full term of the ClassII Trustees, the Classof Trustees which will stand for election at our 2020 annual meeting of shareholders.

Mr.Blackman, age 55, is and has been our Chief Executive Officer since May2018, our President since 2011 and previously served as our Chief Operating Officer from 2011 to 2018, and as our Chief Financial Officer and Treasurer from 2009 until 2011. Mr.Blackman joined RMR LLC as senior vice president in 2009; he became an executive vice president of RMR LLC in 2013. Mr.Blackman is and has been the chief executive officer of Select Income REIT, or SIR, since May2018, a managing trustee of SIR since April2018, president of SIR since 2011 and previously served as chief operating officer of SIR from 2011 to 2018. Mr.Blackman also is and has been the chief executive officer of Tremont Mortgage Trust, or TRMT, since 2017, a managing trustee of TRMT since March2018, and president of TRMT since August2018, and Mr.Blackman is and has been the president and chief executive officer of Tremont Realty Advisors LLC since January2018, and previously served as its executive vice president from 2016 to 2017. Prior to joining RMR LLC, Mr.Blackman was employed as a banker at Wachovia Corporation and its predecessors for over 20 years, where he focused on real estate finance matters, including serving as a managing director in the real estate section of Wachovia Capital Markets, LLC from 2005 through 2009.

Our Board of Trustees is comprised of two Managing Trustees and four Independent Trustees. Mr.Blackman qualifies as a Managing Trustee in accordance with our Amended and Restated Bylaws. Mr.Blackman has advised us that he has no arrangement or understanding with any other person to which he was appointed as our Managing Trustee. Mr.Blackman is not expected to be appointed to any committees of our Board of Trustees.

In accordance with our publicly disclosed Trustee compensation arrangements, Mr.Blackman will not be entitled to any cash compensation for his service as a Managing Trustee, but he will be entitled to receive awards of our common shares from time to time to our equity compensation plan at the discretion of the Compensation Committee of our Board of Trustees. We previously filed a summary of our currently effective Trustee compensation as Exhibit10.1 to our Current Report on Form8-K dated May24, 2018, which summary is incorporated herein by reference.

We have relationships and historical and continuing transactions with RMR LLC, The RMR Group Inc., or RMR Inc., SIR and others related to them. For example: we have no employees and the personnel and various services we require to operate our business are provided to us by RMR LLC to our management agreements with RMR LLC; RMR Inc. is the managing member of RMR LLC; Adam D. Portnoy, our other Managing Trustee, is the sole trustee, an officer and controlling shareholder of ABP Trust, which is the controlling

shareholder of RMR Inc.; and we own shares of class A common stock of RMR Inc. Mr. Portnoy is a managing director, president and chief executive officer of RMR Inc. and an officer of RMR LLC. We also have relationships and historical and continuing transactions with other companies to which RMR LLC or its subsidiaries provide management services and which may have trustees, directors and officers who are also trustees, directors or officers of us, RMR LLC or RMR Inc.

For further information about these and other such relationships and related person transactions, please see our Quarterly Report on Form10-Q for the quarter ended June30, 2018, or our Quarterly Report, our Annual Report on Form10-K for the year ended December31, 2017, or our Annual Report, our definitive Proxy Statement for our 2018 Annual Meeting of Shareholders, or our Proxy Statement, our Current Report on Form8-K dated September14, 2018 and our other filings with the Securities and Exchange Commission, or the SEC, including Notes 10 and 11 to our condensed consolidated financial statements included in our Quarterly Report and the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions” and “Warning Concerning Forward Looking Statements” of our Quarterly Report, Notes 6 and 7 to our consolidated financial statements included in our Annual Report and the sections captioned “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions” and “Warning Concerning Forward Looking Statements” of our Annual Report and the section captioned “Related Person Transactions” and the information regarding our Trustees and executive officers included in our Proxy Statement. In addition, please see the section captioned “Risk Factors” of our Annual Report for a description of risks that may arise as a result of these and other such relationships and related person transactions. Our filings with the SEC and copies of certain of our agreements with these related parties are publicly available as exhibits to our public filings with the SEC and accessible at the SEC’s website, www.sec.gov.


About GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV)

Government Properties Income Trust is a real estate investment trust (REIT). The Company operates in two segments: ownership of properties that are primarily leased to Government tenants and its equity method investment in Select Income REIT (SIR). The Company’s properties are located in Alabama, Arizona, California, Colorado, Florida, Georgia, Idaho, Kansas, Kentucky, Minnesota, Massachusetts, Missouri, New Jersey, New York, New Mexico, Oregon, South Carolina, Texas, Vermont, Washington West Virginia and Wyoming, among others. The Company owns approximately 70 properties located in over 30 states and the District of Columbia containing approximately 10.7 million rentable square feet. Approximately 50 of those properties with over 7.3 million rentable square feet, are primarily leased to the United States Government, and approximately 20 of those properties, with approximately 2.6 million rentable square feet, are primarily leased to over 10 state Governments.