SENIOR HOUSING PROPERTIES TRUST (NASDAQ:SNH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to Amended and Restated Bylaws

On April1, 2019, our Board of Trustees (our “Board,” and each member thereof a “Trustee”) approved amendments to our bylaws to: (i)amend Section2.9(a)to provide that in contested elections our Trustees will be elected by a plurality of the votes cast by our shareholders, rather than by the current majority-vote standard for contested Trustee elections; (ii)add new Section2.18 of ArticleII to allow for proxy access by certain shareholders; and (iii)make other changes as described below, effective that same date.

Section2.18 provides that in connection with an annual meeting of shareholders, a shareholder, or a group of up to 20 shareholders, owning at least three percent of the outstanding common shares of the Company continuously for at least three years, may nominate and include in the Company’s proxy materials for an annual meeting of shareholders Trustee nominees constituting the greater of two nominees or 20% of the total number of Trustees in office, provided that such number of Trustee nominees at any annual meeting will be lowered while the Company has a classified Board of less than nine Trustees so that it does not exceed one-half of the number of Trustees to be elected at the meeting rounded down to the nearest whole number (but not lowered as a result of this proviso to less than one). The ability to use proxy access is subject to the satisfaction of eligibility, procedural, disclosure and other requirements as further described in Section2.18, including the requirement that notice of such a nomination be provided to the Company’s Secretary at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the anniversary of the date of the Company’s proxy statement for the immediately preceding annual meeting of shareholders and the requirement that the shareholder(s)making the nomination represent that they did not acquire and are not holding any shares or other securities in the Company for the purpose or with the intent to change or influence control of the Company.

Our bylaws were also amended to make clarifying changes to the provisions governing shareholder trustee nominations outside of the proxy access process and proposals of other business and to make other non-substantive, procedural and conforming changes.

The foregoing description of the amendments to the Company’s bylaws is not complete and is subject to and qualified in its entirety by reference to the amended and restated bylaws, as amended on April1, 2019, a copy of which is attached hereto as Exhibit3.1 to this Current Report on Form8-K and is incorporated by reference herein. In addition, a marked copy of the Company’s amended and restated bylaws indicating changes made to the Company’s amended and restated bylaws as they existed immediately prior to the adoption of the amendments is attached as Exhibit3.2 to this Current Report on Form8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits