BDN 8-K
Brandywine Realty Trust (BDN)
8-K
2025-05-22
For: 2025-05-21
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2025
(Exact name of registrant as specified in charter)
(Brandywine Realty Trust) | ||||||||||||||||||||||||||
(Brandywine Operating Partnership, L.P.) | ||||||||||||||||||||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission file number) | (I.R.S. Employer Identification Number) | ||||||||||||||||||||||||
(Address of principal executive offices) (Zip Code)
(610 ) 325-5600
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Brandywine Realty Trust:
Emerging growth company ☐
Brandywine Operating Partnership, L.P.:
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Brandywine Realty Trust: ☐
Brandywine Operating Partnership, L.P.: ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) The Annual Meeting of Shareholders (the “Annual Meeting”) of Brandywine Realty Trust (the “Company”) was held on May 21, 2025. At the Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”) to increase the number of common shares that may be issued thereunder by 5,000,000 shares. The Amendment was approved by the Company’s Board of Directors on March 20, 2025, subject to shareholder approval in accordance with the terms of the 2023 Plan and New York Stock Exchange Listing requirements. Other than the increase in the number of shares subject to the 2023 Plan, the Amendment makes no other changes to the 2023 Plan.
For a description of the principal terms of the 2023 Plan, as amended, see “Proposal 4: Approval of the Amendment to the 2023 Long-Tern Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 4, 2025, which description is incorporated herein by reference. A copy of the 2023 Plan, as amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
As noted above, the Annual Meeting was held on May 21, 2025. At the Annual Meeting, the Company’s shareholders voted on: (1) the election of six trustees, each to serve for a term expiring at the 2026 annual meeting of shareholders and until his or her successor is duly elected and qualified; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2025; (3) a non-binding, advisory resolution regarding the compensation of the Company’s named executive officers; and (4) the Amendment. The voting results on these proposals were as follows:
PROPOSAL 1. Election of trustees to serve until the 2026 annual meeting of shareholders and until his or her successor is elected and qualified.
Trustee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
Reginald DesRoches | 119,060,035 | 5,918,576 | 133,638 | 21,391,983 | ||||||||||
James C. Diggs | 116,647,651 | 8,374,032 | 90,566 | 21,391,983 | ||||||||||
H. Richard Haverstick, Jr. | 118,930,524 | 6,091,170 | 90,555 | 21,391,983 | ||||||||||
Joan M. Lau | 114,966,008 | 10,067,267 | 78,974 | 21,391,983 | ||||||||||
Charles P. Pizzi | 106,958,383 | 18,060,372 | 93,494 | 21,391,983 | ||||||||||
Gerard H. Sweeney | 121,936,320 | 3,091,674 | 84,255 | 21,391,983 | ||||||||||
PROPOSAL 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2025.
Votes For | Votes Against | Abstentions | ||||||
140,962,385 | 5,204,949 | 336,898 | ||||||
PROPOSAL 3. Non-binding, advisory resolution regarding the compensation of the Company’s named executive officers.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
111,588,304 | 13,161,706 | 362,239 | 21,391,983 | ||||||||
PROPOSAL 4. A amendment to the Company’s 2023 Long-Term Incentive Plan.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
100,487,173 | 24,325,451 | 299,625 | 21,391,983 | ||||||||
Item 9.01 Financial Statements and Exhibits
Exhibits | ||||||||
| Exhibits No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
Signatures
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.
BRANDYWINE REALTY TRUST | |||||||||||
| By: | /s/ Gerard H. Sweeney | ||||||||||
| Gerard H. Sweeney | |||||||||||
| President and Chief Executive Officer | |||||||||||
BRANDYWINE OPERATING PARTNERSHIP, L.P. | |||||||||||
BY: | BRANDYWINE REALTY TRUST, ITS GENERAL PARTNER | ||||||||||
BY: | /s/ Gerard H. Sweeney | ||||||||||
| Gerard H. Sweeney | |||||||||||
| President and Chief Executive Officer | |||||||||||
Date: May 21, 2025