Senior Housing Properties Trust (NASDAQ:SNH) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security
Holders.
At the annual meeting of shareholders of the Company held on
May18, 2017, the Companys shareholders elected Ms.Lisa Harris
Jones as an Independent Trustee by the following votes:
|
For |
|
Withhold |
|
BrokerNon-Votes |
|
|
96,379,269 |
85,477,982 |
40,349,763 |
At the same meeting, the Companys shareholders elected Mr.Adam D.
Portnoy as a Managing Trustee by the following votes:
|
For |
|
Withhold |
|
BrokerNon-Votes |
|
|
95,063,065 |
86,794,186 |
40,349,763 |
At the same meeting, the Companys shareholders elected Mr.Barry
M. Portnoy as a Managing Trustee by the following votes:
|
For |
|
Withhold |
|
BrokerNon-Votes |
|
|
94,744,573 |
87,112,678 |
40,349,763 |
At the same meeting, the Companys shareholders elected Mr.John L.
Harrington as an Independent Trustee by the following votes:
|
For |
|
Withhold |
|
BrokerNon-Votes |
|
|
74,344,158 |
107,513,093 |
40,349,763 |
At the same meeting, the Companys shareholders elected Mr.Jeffrey
P. Somers as an Independent Trustee by the following votes:
|
For |
|
Withhold |
|
BrokerNon-Votes |
|
|
74,461,173 |
107,396,078 |
40,349,763 |
In accordance with the Companys governing documents and
applicable law, each of Ms.Harris Jones and Messrs.Adam Portnoy,
Barry Portnoy, Harrington and Somers were elected by a plurality
of the votes cast. However, Messrs.Harringtons and Somerss
elections did not receive a majority of the share votes cast.
Therefore, to the Companys Governance Guidelines, each of
Messrs.Harrington and Somers offered to resign and the Nominating
and Governance Committee and the entire Board of Trustees (the
Board) then considered whether to accept or reject each
resignation offer with Messrs.Harrington and Somers each recusing
himself from participating in these decisions.
In response to inquiries from the Nominating and Governance
Committee and the Board, each of Messrs.Harrington and Somers
stated that they were willing to serve if his offered resignation
was declined. The Nominating and Governance Committee and the
Board then separately considered the individual characteristics
of each of Messrs.Harrington and Somers, including his individual
qualifications to serve on the Board, his historical performance
as a Board member, the on-going responsibilities undertaken by
him, his committee assignments and the possible benefits and
harms to the Company of accepting their individual resignations,
the reasons for the large number of withhold votes cast as stated
in certain proxy advisory publications and other matters.
The Nominating and Governance Committee then recommended that the
Board decline to accept the offer of each of Messrs.Harrington
and Somers to resign as a Trustee. Without the participation of
Messrs.Harrington and Somers, the Board then unanimously
determined to reject each offer to resign. Accordingly, each of
Messrs.Harrington and Somers continues as an Independent Trustee
until the next election for their respective positions and until
each of their respective successors is duly elected and
qualifies.
The Companys shareholders also voted on a non-binding advisory
resolution on the compensation paid to the Companys named
executive officers as disclosed to Item 402 of Regulation S-K
in the Companys proxy statement relating to the Companys 2017
annual meeting of shareholders. This proposal received the
following votes:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
|
82,845,066 |
97,203,632 |
1,808,553 |
40,349,763 |
The Companys shareholders also voted on a non-binding advisory
vote on the frequency of future shareholder advisory votes to
approve executive compensation. This proposal received the
following votes:
|
OneYear |
|
TwoYears |
|
ThreeYears |
|
Abstain |
|
BrokerNon-Votes |
|
|
158,635,029 |
924,303 |
21,474,988 |
822,931 |
40,349,763 |
Consistent with the shareholder vote, the Board has determined
that it will hold a non-binding, advisory vote on the
compensation paid to the Companys named executive officers
every year. The Board of Trustees may, in its discretion,
determine to change the frequency with which the Company holds
this vote.
The Companys shareholders also ratified the appointment of
Ernst Young LLP as the Companys independent auditors to serve
for the 2017 fiscal year. This proposal received the following
votes:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
|
219,100,477 |
2,555,089 |
551,448 |
|
A non-binding shareholder proposal made by UAW Retiree Medical
Benefits Trust was also voted on at the meeting. The
Comptroller of the City of New York was a co-filer of the
proposal. The proposal requested that the Board adopt, and
present for shareholder approval, a proxy access bylaw. This
proposal received the following votes:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
|
141,700,945 |
38,401,639 |
1,754,667 |
40,349,763 |
The results reported above are final voting results.
Item 8.01. Other Events.
On May18, 2017, the Company updated its Trustee compensation
arrangements.A summary of the Companys currently effective
Trustee compensation arrangements is filed as Exhibit10.1
hereto and is incorporated herein by reference.
Consistent with the Companys Trustee compensation arrangements,
on May18, 2017, the Company granted each of the Companys
Trustees an award of 3,000 common shares of beneficial
interest, $.01 par value, of the Company (the Common Shares)
valued at $21.25 per share, the closing price of the Common
Shares on The NASDAQ Stock Market LLC on that date.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
|
10.1 |
Summary of Trustee Compensation |
About Senior Housing Properties Trust (NASDAQ:SNH)
Senior Housing Properties Trust is a real estate investment trust (REIT). The Company operates through four segments: triple net senior living communities that provide short term and long term residential care and other services for residents; managed senior living communities that provide short term and long term residential care and other services for residents; properties leased to medical providers, medical related businesses, clinics and biotech laboratory tenants (MOBs), and all other, which includes the remainder of its operations, including certain properties that offer fitness, wellness and spa services to members. Properties in triple net senior living communities segment include leased independent living communities, assisted living communities and skilled nursing facilities. Properties in managed senior living communities segment include managed independent living communities and assisted living communities. Senior Housing Properties Trust (NASDAQ:SNH) Recent Trading Information
Senior Housing Properties Trust (NASDAQ:SNH) closed its last trading session 00.00 at 21.36 with 1,407,576 shares trading hands.
