Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )


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¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12



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Vote by Internet



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• Or scan the QR code with your smartphone


• Follow the steps outlined on the secure website




Important Notice Regarding the Availability of Proxy Materials for the

Boston Properties, Inc. 2016 Annual Meeting of Stockholders to be Held on May 17, 2016

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the 2016 annual meeting of stockholders of Boston Properties, Inc. are available on the Internet. Follow the instructions below to view the proxy materials and vote online or request a paper or email copy of the proxy materials. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The proxy statement and annual report to stockholders are available at:






Easy Online Access — A Convenient Way to View Proxy Materials and Vote


      When you go online to view materials, you can also vote your shares.
    Step 1: Go to to view the materials.
    Step 2: Click on Cast Your Vote or Request Materials.
    Step 3: Follow the instructions on the screen to log in.
    Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.




LOGO   Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 6, 2016 to facilitate timely delivery.






The 2016 Annual Meeting of Stockholders of Boston Properties, Inc. will be held on Tuesday, May 17, 2016 at 10:00 a.m., Eastern Time, at Lotte New York Palace Hotel, 455 Madison Avenue, 5th Floor, New York, NY 10022.

You can access directions to the 2016 Annual Meeting of Stockholders of Boston Properties, Inc. on our website at

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends that you vote FOR all of the nominees for director listed.

  1. To elect the eleven nominees for director named in the proxy statement, each to serve for a one-year term and until their respective successors are duly elected and qualified:

01 - Bruce W. Duncan

02 - Karen E. Dykstra

03 - Carol B. Einiger

04 - Jacob A. Frenkel

05 - Joel I. Klein

06 - Douglas T. Linde

07 - Matthew J. Lustig

08 - Alan J. Patricof

09 - Owen D. Thomas

10 - Martin Turchin

11 - David A. Twardock

The Board of Directors recommends that you vote FOR Proposals 2 and 3.

  2. To approve, by non-binding resolution, the Company’s named executive officer compensation.
  3. To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
  4. In their discretion, the proxies are authorized to vote upon any other matters that are properly brought by or at the direction of the Board of Directors before the Annual Meeting and at any adjournments or postponements thereof.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.







Here’s how to order a copy of the proxy materials and select a future delivery preference:


Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.


Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.


PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.

   g    Internet – Go to Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
   g    Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.

Email – Send an email to with “Proxy Materials Boston Properties” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.


To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 6, 2016.