BXP, Inc 8-K, filed May 24, 2024
BXP, Inc. (BXP)
8-K
2024-05-24
For: 2024-05-22
View Original
Added on
April 08, 2026
About this 8-K
BXP, Inc filed this 8-K on May 24, 2024, reporting on events of May 22, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2024
(Exact Name of Registrant As Specified in its Charter)
| Boston Properties, Inc. | |||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| Boston Properties Limited Partnership | |||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) (Zip Code)
(617 ) 236-3300
(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:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||||
| Boston Properties, Inc. | ||||||||||||||||||||
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).
Boston Properties, Inc.:
Emerging growth company ☐
Boston Properties Limited Partnership:
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.
Boston Properties, Inc. ☐ Boston Properties Limited Partnership ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Boston Properties, Inc. (the “Company”), the sole general partner of Boston Properties Limited Partnership, held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”) on May 22, 2024. As described below in Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting, the stockholders approved the Fourth Amendment (the “Fourth Amendment”) to the Company’s 1999 Non-Qualified Employee Stock Purchase Plan (the “ESPP”). The Fourth Amendment was approved by the Company’s Board of Directors on January 25, 2024, and it became effective on May 22, 2024 upon approval by the Company's stockholders.
The sole purpose of the Fourth Amendment was to increase the number of shares of common stock authorized for issuance under the ESPP from 250,000 shares to 500,000 shares. This description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the 2024 Annual Meeting, the stockholders of the Company (1) elected Bruce W. Duncan, Carol B. Einiger, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Timothy J. Naughton, Owen D. Thomas, William H. Walton, III and Derek Anthony (Tony) West to the Company’s Board of Directors, (2) approved a non-binding, advisory vote on named executive officer compensation, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, (3) approved the Fourth Amendment and (4) ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The following is a statement of the number of votes cast for and against each director nominee and each other matter voted upon, as applicable. In addition, the following sets forth the number of abstentions and broker non-votes with respect to each director nominee and each other matter, as applicable.
Proposal 1 - Election of Directors
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Bruce W. Duncan | 128,744,040 | 8,970,538 | 774,157 | 6,082,886 | ||||||||||||||||||||||
| Carol B. Einiger | 128,522,724 | 9,191,430 | 774,581 | 6,082,886 | ||||||||||||||||||||||
| Diane J. Hoskins | 131,895,266 | 5,819,742 | 773,727 | 6,082,886 | ||||||||||||||||||||||
| Mary E. Kipp | 136,086,124 | 1,627,548 | 775,063 | 6,082,886 | ||||||||||||||||||||||
| Joel I. Klein | 113,214,285 | 24,499,017 | 775,433 | 6,082,886 | ||||||||||||||||||||||
| Douglas T. Linde | 134,878,609 | 2,835,098 | 775,028 | 6,082,886 | ||||||||||||||||||||||
| Matthew J. Lustig | 107,791,980 | 29,836,446 | 860,309 | 6,082,886 | ||||||||||||||||||||||
| Timothy J. Naughton | 136,860,710 | 852,733 | 775,292 | 6,082,886 | ||||||||||||||||||||||
| Owen D. Thomas | 108,351,013 | 21,780,422 | 8,357,300 | 6,082,886 | ||||||||||||||||||||||
| William H. Walton, III | 135,104,015 | 2,608,424 | 776,296 | 6,082,886 | ||||||||||||||||||||||
| Derek Anthony (Tony) West | 135,614,248 | 2,099,521 | 774,966 | 6,082,886 | ||||||||||||||||||||||
Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 92,860,514 | 44,793,229 | 834,992 | 6,082,886 | |||||||||||||||||
Proposal 3 - Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 135,376,673 | 2,321,636 | 790,426 | 6,082,886 | |||||||||||||||||
Proposal 4 - Ratification of Appointment of PwC
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 135,984,308 | 8,525,494 | 61,819 | 0 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| *10.1 | |||||
| *101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| *101.LAB | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| *101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| *101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| *104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). | ||||
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
BOSTON PROPERTIES, INC. | |||||
By: | /s/ MICHAEL E. LABELLE | ||||
| Michael E. LaBelle | |||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||
BOSTON PROPERTIES LIMITED PARTNERSHIP | |||||
By: Boston Properties, Inc., its General Partner | |||||
By: | /s/ MICHAEL E. LABELLE | ||||
| Michael E. LaBelle | |||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||
Date: May 24, 2024
Exhibit 10.1
FOURTH AMENDMENT
TO THE
BOSTON PROPERTIES, INC.
1999 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
The Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan, as amended (the “Plan”), is hereby further amended as follows:
1. Section 3 of the Plan is amended by deleting the reference to “250,000” and replacing it with “500,000.”
2. Except as so amended, the Plan is hereby confirmed in all other respects.
Executed this 22nd day of May, 2024.
BOSTON PROPERTIES, INC.
By: /s/ Eric G. Kevorkian
Name: Eric G. Kevorkian
Title: Senior Vice President, Chief Legal Officer & Secretary