Form 8-K

 

 

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 17, 2011

 

 

BOSTON PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13087   04-2473675

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

Boston Properties, Inc. (the “Company”) held its 2011 annual meeting of stockholders (the “2011 Annual Meeting”) on May 17, 2011. At the 2011 Annual Meeting, the stockholders were asked to (1) elect Lawrence S. Bacow, Zoë Baird, Alan J. Patricof and Martin Turchin to the Company’s Board of Directors, (2) cast an advisory vote on named executive officer compensation, as described in the Company’s proxy statement, (3) cast an advisory vote on the frequency of holding the advisory vote on named executive officer compensation, (4) ratify 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, 2011 and (5) vote on a stockholder proposal concerning the preparation of a sustainability report.

The stockholders elected all four director nominees, approved the advisory resolution on the compensation of the Company’s named executive officers, approved a frequency of every year for the advisory vote on the compensation of the Company’s named executive officers and ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. The stockholder proposal did not receive the affirmative vote of a majority of shares present in person or represented by proxy at the 2011 Annual Meeting and entitled to vote and, as a result, was not approved.

The Company currently intends to hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation.

The following is a statement of the number of votes cast for or against each matter or director nominee, as applicable, and with respect to the non-binding, advisory vote on the frequency of holding the advisory vote on named executive officer compensation, the number of votes cast for a frequency of every year, every two years and every three years. In addition, the following also sets forth the number of abstentions and broker non-votes with respect to each matter or director nominee, as applicable.

 

     For      Against      Abstain      Broker
Non-

Votes
 

Election of Directors:

           

Lawrence S. Bacow

     125,860,236         1,780,262         14,348         4,330,150   

Zoë Baird

     120,093,543         7,548,855         12,449         4,330,150   

Alan J. Patricof

     125,104,867         2,537,055         12,925         4,330,150   

Martin Turchin

     125,185,331         2,456,661         12,855         4,330,150   
     For      Against      Abstain      Broker
Non-

Votes
 

Non-binding, advisory vote on named executive officer compensation

     122,410,356         4,721,977         522,514         4,330,150   

 

     Every Year      Every 2
Years
     Every 3
Years
     Abstain      Broker
Non-
Votes
 

Non-binding, advisory vote on the frequency of holding the advisory vote on named executive officer compensation

     113,983,156         151,847         13,477,225         42,619         4,330,150   


     For      Against      Abstain      Broker
Non-

Votes
 

Ratification of appointment of PWC

     130,686,286         1,272,265         26,446         N/A   
     For      Against      Abstain      Broker
Non-

Votes
 

Stockholder proposal regarding Sustainability Report

     32,770,759         65,139,738         29,744,349         4,330,150   


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.

 

  BOSTON PROPERTIES, INC.
Date: May 19, 2011   By:  

/s/ Michael E. LaBelle

  Name:       Michael E. LaBelle
  Title:  

    Senior Vice President, Chief Financial

    Officer & Treasurer