UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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						Preliminary Proxy Statement
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						Definitive Proxy Statement
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						Soliciting Material under §.240.14a-12

Government Properties Income Trust

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Government Properties Income Trust

Notice of 20162017 Annual Meeting
of Shareholders and Proxy Statement

Tuesday,Wednesday, May 17, 20162017 at 9:30 a.m., Eastern time

Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458

Government Properties Income Trust

It is our pleasure to invite you to join our Board of Trustees and executive officers at Government Properties Income Trust's 20162017 Annual Meeting of Shareholders in Newton, Massachusetts. The enclosed Notice of 20162017 Annual Meeting of Shareholders and Proxy Statement will provide you with information about our Company and the matters to be voted on at the 20162017 Annual Meeting.Meeting of Shareholders.

We are committed to effectively communicating with our shareholders and explaining the matters to be addressed at our 20162017 Annual Meeting of Shareholders. To that end, thisThis Proxy Statement includes a Question and Answer section with information that we believe may be useful to our shareholders.

Your support is important to us and to our Company. I encourage you to use telephone or internet methods or sign and return a proxy card/voting instruction form to authorize your proxy prior to the meeting so that your shares will be represented and voted at the meeting.

Thank you for being a shareholder and for your continued investment in our Company.

February 19, 201623, 2017

On behalf of the Board of Trustees,

Jeffrey P. Somers
Chair of the Nominating and Governance Committee

Government Properties Income Trust

NOTICE OF 20162017 ANNUAL MEETING OF SHAREHOLDERS

Tuesday,Wednesday, May 17, 20162017

9:30 a.m., Eastern time

Two Newton Place, 255 Washington Street, Suite 100
Newton, Massachusetts 02458

ITEMS OF BUSINESS

1.

Elect the Trustee nominees identified in the accompanying Proxy Statement to the Company's Board of Trustees;

2.

Hold an advisory vote to approve executive compensation;

3.

Hold an advisory vote on the frequency of future advisory votes to approve executive compensation;

4.

Ratify the appointment of Ernst & Young LLP as independent auditors to serve for the 20162017 fiscal year; and

3.5.

Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.

RECORD DATE

The Board of Trustees set February 10, 20161, 2017 as the record date for the meeting. This means that owners of record of the common shares of the Company as of the close of business on that date are entitled to:

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receive notice of the meeting; and



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vote at the meeting and any postponements or adjournments of the meeting.

PROXY VOTING

Shareholders as of the close of business on the record date are invited to attend the 20162017 Annual Meeting. All shareholders are encouraged to authorize a proxy to vote in advance of the 20162017 Annual Meeting by using one of the methods described in the accompanying Proxy Statement.

February 19, 201623, 2017
Newton, Massachusetts

By Order of the Board of Trustees,

Jennifer B. Clark
Secretary

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VOTING INFORMATION

WE WANT TO HEAR FROM YOU – VOTE TODAY

ItYour vote is important that you vote to play a part in the future of our Company. The New York Stock Exchange ("NYSE") rules provide that if your shares are held through a bank, broker or other nominee, they cannot vote on your behalf on non-discretionary matters, without your instruction.important.

ELIGIBILITY TO VOTE

You can vote if you were a shareholder of record at the close of business on February 10, 2016.1, 2017.

PROPOSALS WHICHTHAT REQUIRE YOUR VOTE

You can authorize a proxy to vote in advance in one of three ways:

via the internet		Visitwww.proxyvote.com and enter your 12 or 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 P.M.p.m. Eastern time on May 16, 20162017 to authorize a proxyVIA THE INTERNET.
by phone		Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 P.M.p.m. Eastern time on May 16, 20162017 to authorize a proxyBY TELEPHONE. You will need the 12 or 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
by mail		Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxyBY MAIL.

If the meeting is postponed or adjourned, these times will be extended to 11:59 P.M.p.m. Eastern time on the day before the reconvened meeting.

PLEASE VISIT:www.proxyvote.com

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Review and download easy to read versions of our Proxy Statement and Annual Report.



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Sign up for future electronic delivery to reduce the impact on the environment.

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PROXY SUMMARY

This proxy summary highlights matters for consideration by shareholders at our 20162017 Annual Meeting. This summary does not contain all of the information that you should consider and youYou should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

BOARD NOMINEES (page 17)16)

Shareholders are being asked to re-electelect the following two Trustees to our Company's Board of Trustees.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (page 51)

Shareholders are being asked to approve the executive compensation of the Company's named executive officers through a non-binding advisory vote. In evaluating the Company's compensation process for 2016, the Compensation Committee generally considered the results of the advisory vote of the Company's shareholders on the compensation of the executive officers named in the proxy statement for the Company's 2014 Annual Meeting of Shareholders. The Compensation Committee noted that approximately 97% of votes cast approved the compensation of the named executive officers as described in the proxy statement for the Company's 2014 Annual Meeting of Shareholders. The Compensation Committee considered these voting results as supportive of the committee's general executive compensation practices.

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION (page 52)

Shareholders are being asked to vote on the frequency of future advisory votes to approve executive compensation through a non-binding advisory vote. The choices available under Section 14A of the Exchange Act are every year, every two years or every three years.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS (page 52)53)

Shareholders are being asked to ratify the appointment of Ernst & Young LLP as independent auditors of Government Properties Income Trust for the Company's fiscal year ending December 31, 2016.2017. The Company's Audit Committee evaluates the performance of the Company's independent auditors and determines whether to re-engagereengage the current independent auditors or consider other audit firms. In doing so, the Audit Committee considers the cost, quality and efficiency of the services provided by the auditors and the auditors' technical expertise and knowledge of the Company's operations and industry. Based on its consideration of the aforesaidthese matters, the Audit Committee has appointed Ernst & Young LLP to serve as independent auditors for the fiscal year ending December 31, 2016.2017.

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Governance Highlights (page 25)26)

The Company is committed to good corporate governance, which promotes the long term interests of its shareholders, strengthens the Board, increases management's accountability and helps build public trust in the Company. This commitment is reflected in various aspects of the Company's corporate governance, including:

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Government Properties Income Trust

TWO NEWTON PLACE
255 WASHINGTON STREET, SUITE 300
NEWTON, MASSACHUSETTS 02458

February 19, 201623, 2017

PROXY STATEMENT

The Board of Trustees (the "Board") is furnishing this Proxy Statement to solicit proxies to be voted at the 20162017 Annual Meeting of Shareholders (the "2016"2017 Annual Meeting") of Government Properties Income Trust, a Maryland real estate investment trust (together with its direct or indirect subsidiaries, the "Company," "we," "us" or "our"). The meeting will be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458 on Tuesday,Wednesday, May 17, 2016,2017, at 9:30 a.m., Eastern time.

The mailing address of the Company's principal executive offices is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. The Company commenced mailing to its shareholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access the Company's Proxy Statement and its 20152016 Annual Report on Form 10-K on or about February 19, 2016.23, 2017.

All properly executed written proxies, and all properly completed proxies submitted by telephone or internet, that are delivered pursuant to this solicitation will be voted at the 20162017 Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of votingit being exercised at the meeting. These proxies also may be voted at any postponements or adjournments of the meeting.

Only owners of record of common shares of beneficial interest, par value $0.01 per share, of the Company ("Common Shares") as of the close of business on February 10, 2016 (the "Record Date"),1, 2017, the record date for the meeting (the "Record Date"), are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of the Common Shares are entitled to one vote for each Common Share held on the Record Date. On February 10, 2016,1, 2017, there were 71,126,30871,177,906 Common Shares issued and outstanding.

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QUESTIONS AND ANSWERS

Proxy Materials and Voting Information

The proxy materials for the 20162017 Annual Meeting include the Notice Regarding the Availability of Proxy Materials, Notice of 20162017 Annual Meeting, this Proxy Statement and the Company's Annual Report on Form 10-K to shareholders for the fiscal year ended December 31, 20152016 (the "Annual Report" and, together with the other materials, the "proxy materials"). If you request a paper copy of these materials, the proxy materials will also include a proxy card or voting instruction form.

A proxy statement is a document that the Securities and Exchange Commission ("SEC") regulations require the Company to give you when it asks you to return a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own. That other person is called your proxy. We are asking you to designate the following three persons as your proxies for the 20162017 Annual Meeting: David M. Blackman, President and Chief Operating Officer; Jennifer B. Clark, Secretary; and Barry M.Adam D. Portnoy, Managing Trustee.

If your shares are registered directly in your name with the Company's registrar and transfer agent, Wells Fargo Shareowner Services, you are considered a shareholder of record of those shares. If you are a shareholder of record, you should receive only one notice or proxy card for all the Common Shares you hold in certificate form and in book entry form.

If your shares are held in an account you own at a bank or brokerage or you hold shares through another nominee, you are considered the "beneficial owner" of those shares. If you are a beneficial owner, you will receive voting instruction information from the bank, broker or other nominee through which you own your Common Shares.

If you hold some shares of record and some shares beneficially, you should receive a notice or proxy card for all the Common Shares you hold of record and a separate voting instruction informationform for the shares from the bank, broker or other nominee through which you own Common Shares.

By Written Proxy. All shareholders of record can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice. If you are a beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker or other nominee. Proxies submitted by mail must be received by 11:59 p.m. Eastern time on May 16, 20162017 or, if the meeting is postponed or adjourned to a later date, by 11:59 p.m. Eastern time on the day immediately preceding the date of the reconvened meeting.

By Telephone or Internet. All shareholders of record also can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet atwww.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or

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proxy card. Beneficial owners may authorize a proxy by telephone or internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or nominee will include the

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instructions with the proxy voting materials. To authorize a proxy by telephone or internet, you will need the 12 or 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. The telephone and internet proxy authorization procedures are designed to authenticate shareholder identities, to allow shareholders to vote their shares and to confirm that their instructions have been recorded properly. Proxies submitted by telephone or through the internet must be received by 11:59 p.m. Eastern time on May 16, 20162017 or, if the meeting is postponed or adjourned to a later date, by 11:59 p.m. Eastern time on the day immediately preceding the date of the reconvened meeting.

In Person. All shareholders of record may vote in person at the meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response toquestion 15.

If you have any questions or need assistance in voting your shares or authorizing your proxy, please call the firm assisting the Company in the solicitation of proxies:

Morrow & Co.,Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Shareholders Call Toll Free: (855) 292-8186(800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400

Holders of record of Common Shares as of the close of business on February 10, 2016,1, 2017, the Record Date, may vote at the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the Record Date.

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If you return a signed proxy card or authorize a proxy by internet or telephone and do not specify a choice for a matter, you will be instructing your proxy to vote in the manner recommended by ourthe Board on that matter:

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FOR the election of both Trustee nominees identified in this Proxy Statement;



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FOR the advisory vote to approve executive compensation;



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Every THREE YEARS as the frequency of future advisory votes to approve executive compensation; and



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FOR the proposal to ratify the appointment of Ernst & Young LLP as independent auditors.

If you are a beneficial owner and do not provide voting instructions to your bank, broker or other nominee, the following applies:

Non-Discretionary Items. The election of Trustees, is athe advisory vote to approve executive compensation and the advisory vote on the frequency of future advisory votes to approve executive compensation are non-discretionary itemitems and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. The result of the inability of a broker, bank or other nominee to vote on a non-discretionary item for which it has not received specific voting instructions from beneficial owners is referred to as a broker non-vote.

Discretionary Items. The ratification of the appointment of Ernst & Young LLP as independent auditors is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

A quorum of shareholders is required for shareholders to take action at the 20162017 Annual Meeting. The presence, in person or by proxy, of shareholders entitled to cast a majority of all the votes entitled to be cast at the 20162017 Annual Meeting constitutes a quorum.

Abstentions and broker non-votes are included in determining whether a quorum is present, butpresent. Abstentions are not votes cast and, therefore, will not be included in vote totals. Abstentionstotals and broker non-voteswill have no effect on the outcome of any of the ItemsItem to be voted on at the 20162017 Annual Meeting. Broker non-votes are not votes cast and, therefore, will not be included in vote totals and will have no effect on the outcome of Items 1, 2 or 3 to be voted on at the 2017 Annual Meeting. There can be no broker non-votes on Item 4 as it is a matter on which, if you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on your behalf.

With respect to Item 1, a proxy marked "WITHHOLD" will not be counted for purposes of determining a plurality of votes cast, but will be counted as a vote "AGAINST" for purposes of determining a majority of

8    GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement

votes cast under the Company's Trustee resignation policy. Pursuant to the Company's Governance Guidelines, if thea Trustee nominee fails to receive a majority of votes cast, shehe will offer to resign from the Board and the Board will decide whether to accept or reject the resignation offer.

Shareholders have the right to revoke a proxy at any time before it is voted at the meeting,2017 Annual Meeting, subject to the proxy voting deadlines described above. Shareholders may revoke a proxy by authorizing a proxy again on a later date by internet or by telephone (only the last internet or telephone proxy submitted prior to the meeting will be counted) or by signing and returning a later dated proxy card or by attending the meeting and voting in person. If you are a beneficial owner, see the response toquestion 15.

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A shareholder's attendance at the 20162017 Annual Meeting will not revoke that shareholder's proxy unless that shareholder votes again at the meeting or files asends an original written statement withto the Secretary of the Company requesting thatrevoking the prior proxy be revoked.proxy. An original written notice of revocation or subsequent proxy should be delivered to Government Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, Attention: Secretary, or hand delivered to the Secretary before the taking of the vote at the 20162017 Annual Meeting.

Beneficial owners who wish to change their votes should contact the organization that holds their shares.

The Notice of 20162017 Annual Meeting, this Proxy Statement and the Annual Report are available atwww.proxyvote.com. You may access these proxy materials on the internet through the conclusion of the 20162017 Annual Meeting.

Instead of receiving future copies of the proxy materials by mail, shareholders of record and most beneficial owners may elect to receive these materials electronically. Opting to receive your future proxy materials electronically will save us the cost of printing and mailing documents, and also will give you an electronic link to the proxy voting site. Your Notice Regarding the Availability of Proxy Materials instructs you as to how you may request electronic delivery of future proxy materials.

The Company will report the final results in a Current Report on Form 8-K filed with the SEC following the completion of the 20162017 Annual Meeting.

The Company bears all expenses incurred in connection with the solicitation of proxies. The Company has engaged Morrow & Co.,Sodali LLC ("Morrow") to assist with the solicitation of proxies for an estimated fee of $15,000 plus reimbursement of expenses. The Company has agreed to indemnify Morrow against certain liabilities arising out of the Company's agreement with Morrow. We will also request banks, brokers and other nominees to forward proxy materials to the beneficial owners of Common Shares and to obtain their voting instructions. We will reimburse those firms for their expenses of forwarding proxy materials.

Proxies may also be solicited, without additional compensation, by the Company's Trustees and officers, and by The RMR Group LLC ("RMR LLC"), and its officers and employees and its parent's and subsidiaries' directors, officers and employees, by mail, telephone or other electronic means or in person.

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As permitted by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we may deliver only one copy of the Notice Regarding the Availability of Proxy Materials, Notice of 20162017 Annual Meeting, this Proxy Statement and the Annual Report to shareholdersShareholders residing at the same address, unless the shareholders have notified us of their desire to receive multiple copies of those documents. This practice is known as "householding."

We will deliver a separate copy of any of those documents to you if you write to the Company at Investor Relations, Government Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or call the Company at (617) 219-1410. If you want to receive separate

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copies of our notices regarding the availability of proxy materials, notices of annual meetings, proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee, or you may contact us at the above address or telephone number.

20162017 Annual Meeting Information

All attendees will need to bring photo identification for admission.Please note that cameras and audio or video recorders are not permitted at the meeting. Any cell phones, pagers or similar electronic devices must be shut off for the duration of the meeting.

Attendance at the meeting is limited to ourthe Company's Trustees and officers, shareholders as of the Record Date (February 10, 2016)1, 2017) or their duly authorized representatives or proxies, and persons permitted by the Chairman of the meeting.

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Record owners: If you are a shareholder who holds shares directly, you need not present any documentation to attend the 2017 Annual Meeting, other than photo identification.



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Beneficial owners: If you are a shareholder who holds shares indirectly through a brokerage firm, bank or other nominee, you may be required to present evidence of your beneficial ownership of shares. For this purpose, a letter or account statement from the applicable brokerage firm, bank or other nominee confirming such ownership will be acceptable. Please note that you will not be able to vote your shares at the meeting without a legal proxy, as described in the response toquestion 15.



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Authorized named representatives: If you are a shareholder as of the Record Date and intend to appoint an authorized named representative to attend the meeting on your behalf, including if you are a corporation, partnership, limited liability company or other entity, you must notify us of your intent by regular mail to our Secretary, by e-mail tosecretary@govreit.com or by fax to (617) 219-1441.Requests for authorized named representatives to attend the meeting must be received no later than Tuesday,Wednesday, May 10, 2016,2017, or if the meeting is postponed or adjourned to a later date on or before the 5^th business day before the reconvened meeting.

Please include the following information when submitting your request:

(1)

Your name and complete mailing address;

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(2)

Proof that you owned shares of the Company as of February 10, 20161, 2017 (such as a copy of the portion of your voting instruction form showing your name and address, a bank or brokerage firm account statement or a letter from the bank, broker or other nominee holding your shares); and



(3)

A signed authorization appointing such individual to be your authorized named representative at the meeting, which includes the name, address, telephone number and e-mail address of the authorized named representative.

Upon receipt of proper documentation, you and your named representative will receive confirmation that your named representative has been authorized to attend the meeting. For admission to the meeting, the photo ID presented must match the documentation provided in

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response to item (3) above. The Company reserves the right to limit the number of representatives who may attend the meeting.

If you have questions regarding these admission procedures, please call Investor Relations at (617) 219-1410.

If you are a beneficial owner and want to vote your shares at the 20162017 Annual Meeting, you need a legal proxy from your bank, broker or other nominee. You also need to follow the procedures described in the response toquestion 14 and to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy. If you do not have a legal proxy, you can still attend the meeting by following the procedures described in the response toquestion 14. However, you will not be able to vote your shares at the meeting without a legal proxy. The Company encourages you to vote your shares in advance, even if you intend to attend the meeting.

Company Documents, Communications and Shareholder Proposals

You can visit our website to view our SEC filings and our Governance Guidelines, Board committee charters and Code of Business Conduct and Ethics (the "Code"). To view these documents, go towww.govreit.com, click on "Investors" and then click on "Governance." To view the Company's SEC filings and Forms 3, 4 and 5 filed by the Company's Trustees and executive officers go towww.govreit.com, click on "Investors," click on "Financial Information" and click on "SEC Filings."

We will deliver free of charge, upon request, a copy of the Company's Governance Guidelines, Board committee charters, Code or Annual Report to any shareholder requesting a copy. Requests should be directed to the Company's Investor Relations Department at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Any shareholder or other interested person who wants to communicate with the Company's Trustees, individually or as a group, should fill out a report at the Company's website,www.govreit.com, call the

GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement    11

Company's toll free confidential message system at (866) 511-5038, write to the party for whom the communication is intended, c/o Secretary, Government Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or email secretary@govreit.com.secretary@govreit.com. The communication will then be delivered to the appropriate party or parties.

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A proposal for action to be presented by any shareholder at the Company's 20172018 Annual Meeting of Shareholders must be submitted as follows:

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For a proposal to be eligible to be included in the proxy statement pursuant to Rule 14a-8 under the Exchange Act, the proposal must be received at the Company's principal executive offices by October 22, 2016.26, 2017.



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If the proposal is not to be included in the proxy statement pursuant to Rule 14a-8, the proposal must be made in accordance with the procedures and requirements set forth in the Company'sour Amended and Restated Bylaws (our "Bylaws") and must be received by the Company bynot later than 5:00 p.m. Eastern time on October 22, 201626, 2017 and not earlier than September 22, 2016.26, 2017.

Proposals should be sent to the Company's Secretary at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

For additional information regarding how to submit a shareholder proposal, see page 3211 of this Proxy Statement.

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ELECTION OF TRUSTEES (ITEM 1)

The Board serves as the decision making body of the Company, except for those matters reserved to the shareholders. The Board selects and oversees the Company's officers, who are charged by the Board with conducting the day to day business of the Company.

In accordance with our Amended and Restated Declaration of Trust (our "Declaration of Trust") and Bylaws, the Board consists of six members. Pursuant to our Declaration of Trust and Bylaws, our Board consists of five members. Pursuant to our Bylaws threefour of our Trustees are Independent Trustees and two of our Trustees are Managing Trustees. Our Declaration of Trust provides that the Board is divided into three classes, with Trustees of each class serving for a term that expires at the third Annual Meeting of Shareholders following his or her election and until a successor is duly elected and qualifies.

A plurality of all the votes cast at the meeting is required to elect a Trustee at the 20162017 Annual Meeting. Pursuant to the Company's Governance Guidelines, if an incumbent Trustee does not receive a majority of the votes cast in an uncontested election, the Trustee will submit an offer to resign from the Board. In such circumstance, the Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation taking into account the recommendation of the Nominating and Governance Committee and make its decision within 90 days following the certification of the election results.

The Nominating and Governance Committee is responsible for identifying and evaluating nominees for Trustee and for recommending to the Board nominees for election at each Annual Meeting of Shareholders. The Nominating and Governance Committee may consider candidates suggested by the Company's Trustees, officers or shareholders or by others.

Shareholder Recommendations for Nominees. Shareholders who would like to recommend a nominee for the position of Trustee should submit their recommendations in writing by mail to the Chair of the Nominating and Governance Committee, c/o Government Properties Income Trust, Secretary, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by e-mail attosecretary@govreit.com. A shareholder's recommendation should include any information that the recommending shareholder believes relevant or helpful to the Nominating and Governance Committee's deliberations.consideration. The Nominating and Governance Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the nominee. Recommendations by shareholders will be considered by the Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

Shareholder Nominations for Trustee. The Company'sOur Bylaws also provide that shareholdersa shareholder of the Company may nominate a person for election to the Board provided the shareholders complyshareholder complies with the advance notice provisions set forth in our Bylaws, which include, among other things, requirements as to the proposing shareholder's timely delivery of advance notice, continuous requisite ownership of Common Shares and submission of specified documentation and information. For more information on how shareholders can nominate Trustees for election to the Board, see "Shareholder Nominations and Other Proposals" on page 32.34.

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Trustees are responsible for overseeing the Company's business. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements that are applicable to all Trustees, qualifications applicable to Independent Trustees and other skills and experience that should be represented on the Board as a whole, but not necessarily by each Trustee. In accordance with our Declaration of Trust and Bylaws, ourthe Board consists of fivesix Trustees: two Managing Trustees and threefour Independent Trustees. Independent Trustees are not employees of RMR LLC, are not involved in the Company's day to day activities and are persons who qualify as independent under the applicable rules of the New YorkThe NASDAQ Stock Exchange (the "NYSE"Market LLC ("NASDAQ") and the SEC. Managing Trustees have been employees, officers or directors of RMR LLC or have been involved in the Company's day to day activities for at least one year prior to theirsuch Trustee's election. The Board and the Nominating and Governance Committee consider the qualifications of Trustees and Trustee candidates individually and in the broader context of the Board's overall composition and the Company's current and future needs.

Qualifications for All Trustees

In its assessment of each potential candidate, including those recommended by shareholders, the Nominating and Governance Committee considers the potential nominee's integrity, experience, achievements, judgment, intelligence, competence, personal character, likelihood that a candidate will be able to serve on the Board for an extended period and other matters that the Nominating and Governance Committee deems appropriate. The Nominating and Governance Committee also takes into account the ability of a potential nominee to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The Board and Nominating and Governance Committee require that each Trustee candidate be a person of high integrity with a proven record of success in his or her field. Each Trustee candidate must demonstrate the ability to make independent analytical inquiries, familiarity with and respect for corporate governance requirements and practices and a commitment to serving the Company's long term best interests. In addition, the Nominating and Governance Committee may conduct interviews of potential Trustee candidates to assess intangible qualities, including the individual's ability to ask appropriate questions and to work collegially. The Board does not have a specific diversity policy in connection with the selection of nominees for Trustee, but due consideration is given to the Board's overall balance of diversity, including professional background, experience, perspective, genderperspectives, backgrounds and ethnicity.experiences.

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Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company's long term interests. The following table summarizes certain key characteristics of the Company's business and the associated qualifications, attributes, skills and experience that the Board believes should be represented on the Board.

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The following table sets forth the names of the Trustee nominees and those Trustees who will continue to serve after the 20162017 Annual Meeting, as well as certain other information about the Trustees:Meeting:

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Mr. John L. Harrington and Mr. Adam D.Barry M. Portnoy for election as a Managing Trustee in Class II and Mr. Jeffrey P. Somers for election as an Independent Trustee and Managing Trustee, respectively, in Class I.II. Each of the Trustee nomineesnominee currently serves on the Board. If elected, each nominee would hold officeserve until the Company's 20192020 Annual Meeting of Shareholders and until his successor is duly elected and qualifies, subject to the individual's earlier death, resignation, retirement, disqualification or removal.

We expect each nominee for election as a Trustee will be able to serve if elected. However, if a nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by the Board.

The Board believes that the combination of the various qualifications, attributes, skills and experiences of the Trustee nominees would contribute to an effective Board serving the Company's long term best interests. The Board and the Nominating and Governance Committee believe that the Trustee nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company's management. Below is a summary of the key experiences, qualifications, attributes and skills that led the Nominating and Governance Committee and the Board to conclude such person is currently qualified to serve as a Trustee.

The Board of Trustees recommends a vote "FOR" the election of both Trustee nominees.

The following is some important biographical information, including the ages and recent principal occupations, as of February 10, 2016,1, 2017, of the Company's Trustees, Trustee nominees and executive officers. The business address of the Trustees, Trustee nominees and executive officers is c/o Government Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. Included in each Trustee's biography below are the attributes of that Trustee consistent with the qualifications, attributes, skills and experience the Board has determined are important to be represented on the Board. For a general discussion of the particular Trustee qualifications, attributes, skills and experience, and the process for selecting and nominating individuals for election to serve as a Trustee, please see "Election of Trustees" beginning on page 13.

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Trustee Nominees

John L. HarringtonBarry M. Portnoy

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Adam D. Portnoy

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Trustees

Jeffrey P. Somers

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Barry M. PortnoyTrustees

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Barbara D. Gilmore

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Elena Poptodorova

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John L. Harrington

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Adam D. Portnoy

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Executive Officers

David M. Blackman

						President and Chief Operating Officer since 2011 Age: 5354 Mr. Blackman was the Company's chief financial officer and treasurer from 2009 until 2011. Mr. Blackman has been an executive vice president at RMR LLC since 2013 and was a senior vice president from 2009 to 2013. Mr. Blackman has also served as an executive vice president of Tremont Realty Advisors LLC since 2016. Mr. Blackman has also been Presidentpresident and Chief Operating Officerchief operating officer of Select Income REIT since its formation in 2011. Previously, Mr. Blackman was employed as a banker at Wachovia Corporation and its predecessors for 23 years, where he focused on real estate finance matters, including serving as a managing director in the real estate section of Wachovia Capital Markets, LLC from 2005 through 2009.

Mark L. Kleifges

						Treasurer and Chief Financial Officer and Treasurer since 2011 Age: 5556 Mr. Kleifges has been an executive vice president of RMR LLC since 2008 and has served in various capacities with RMR LLC and its affiliates for more than ten years. Mr. Kleifges has been treasurer and chief financial officer and treasurer of Hospitality Properties Trust since 2002. Mr. Kleifges was a vice president of RMR Advisors LLC from 2003 to 2004 and since 2004 has been its chief financial officer and treasurer. He has also served as chief financial officer and treasurer of RMR Real Estate Income Fund including its predecessor funds since 2002.2003. Mr. Kleifges is a certified public accountant and was previously a partner at Arthur Andersen LLP.

Barry M. Portnoy is the father of Adam D. Portnoy. There are no other family relationships among any of the Company's Trustees or executive officers. The Company's executive officers serve at the discretion of the Board.

RMR LLC provides management services to public and private companies, including the Company, Hospitality Properties Trust, Select Income REIT, Senior Housing Properties Trust, Five Star Quality Care, Inc., TravelCenters of America LLC, Sonesta International Hotels Corporation and Affiliates Insurance Company. Hospitality Properties Trust is a publicly tradedpublic REIT that owns hotels and travel centers ("HPT"). Select Income REIT is a publicly tradedpublic REIT that primarily owns net leased, single tenant properties ("SIR"). Senior Housing Properties Trust is a publicly tradedpublic REIT that primarily owns healthcare, senior living and medical office buildings ("SNH" and, together with SIR and HPT, the "Other REITs"). Five Star Quality Care, Inc. is a publicly tradedpublic real estate based operating company in the healthcare and senior living services business ("FVE"). TravelCenters of America LLC is a publicly tradedpublic real estate based operating company in the travel center, and convenience store and restaurant businesses ("TA"). Sonesta International Hotels Corporation is a private company that operates and franchises hotels, resorts and cruise ships. Affiliates Insurance Company is a privately owned Indiana insurance company ("AIC"). RMR LLC is a majority owned subsidiary of RMR Inc., a publicly ownedpublic company whose controlling shareholder is ABP Trust, which is owned by our Managing Trustees.Trustees and to which RMR LLC provides management services. RMR Advisors LLC, a subsidiary of RMR LLC, is an SEC registered investment adviser to the RMR Real Estate Income Fund, which is an investment company registered under the Investment Company Act of 1940, as amended ("RIF"). Tremont Realty Advisors LLC, a subsidiary of RMR LLC, is an SEC registered investment advisor that advises private funds and separately managed accounts that invest in commercial real estate debt, including secured mortgage debt and mezzanine financing opportunities. The foregoing entities may be considered to be affiliates of the Company.

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TRUSTEE COMPENSATION

The Compensation Committee is responsible for reviewing and determining the Common Share grants awardedawards granted to Trustees and making recommendations to the Board regarding cash compensation paid to Trustees in each case for Board, committee and committee chair services. Managing Trustees do not receive cash compensation for their services as Trustees but do receive Common Share grants.awards for their Board service. The number of Common Shares grantedawarded to each Managing Trustee for Board service is the same as the number grantedawarded to each Independent Trustee.

All Trustees receive compensation in Common Shares to align the interests of Trustees with those of the Company's shareholders. To this end, the Company's Governance Guidelines codify its expectation that, subject to certain exemptions, each Trustee retain at least 20,000 Common Shares within five years of the later of: (i) May 2, 2014 or (ii) the Annual Meeting of Shareholders at which the Trustee was initially elected or, if earlier, the first Annual Meeting of Shareholders following the initial appointment of the Trustee to the Board.

In determining the amount and composition of Trustee compensation, the Compensation Committee and the Board take various factors into consideration, including, but not limited to, the responsibilities of Trustees generally, as well as for service on committees and as committee chairs, and the forms of compensation paid to trustees or directors by comparable companies, including the compensation of trustees and directors of other companies managed by RMR LLC. The Board reviews the Compensation Committee's recommendations regarding Independent Trustee cash compensation and determines the amount of such compensation.

Each Independent Trustee received an annual fee of $40,000 for services as a Trustee, plus a fee of $1,000 for each meeting attended.attended prior to May 17, 2016, and a fee of $1,250 for each meeting attended on or after May 17, 2016. Up to two $1,000 or $1,250 fees, as applicable, were or are paid if a Board meeting and one or more Board committee meetings, or two or more Board committee meetings, were or are held on the same date. In addition, eachEach Independent Trustee and Managing Trustee received a grantan award of 2,500 Common Shares in 2015.2016.

Each Independent Trustee who served as a committee chair of the Company'sBoard's Audit, Compensation or Nominating and Governance Committees received an additional annual fee of $12,500, $7,500$15,000, $10,000 and $7,500,$10,000, respectively. Trustees are reimbursed for travel expenses they incur in connection with their duties as Trustees and for out of pocket costs they incur from attending continuing education programs and for travel expenses incurred in connection with their duties as Trustees.attending certain continuing education programs.

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The following table details the total compensation of the Company's Trustees for the year ended December 31, 2015.2016 for services as a Trustee.

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CORPORATE GOVERNANCE

The Company is committed to corporate governance which promotes the long term interests of our shareholders, strengthens Board and management accountability and helps build trust of investors and others in the Company. The Board has established Governance Guidelines which provide a framework for effective governance. The guidelines address matters such as general qualification standards for the Board, Trustee responsibilities, Board meetings and committee meetings,communications, Board committees, Trustee access to management and independent advisers, Trustee compensation and share ownership guidelines, Trustee orientation and continuing education, executive development and succession planning, related person transactions, annual performance evaluation of management, management successionthe Board and other matters. The Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

The governance section of our website makes available our corporate governance materials, including the Governance Guidelines, the charter for each Board committee, the Code and information about how to report matters directly to management, the Board or the Audit Committee. To access these documents on the Company's website,www.govreit.com, click on "Investors" and then "Governance." In addition, instructions on how to obtain copies of the Company's corporate governance materials are included in the response toquestion 16 in the "Questions and Answers" section on page 11.

OurThe Board is comprised of fivesix Trustees, including threefour Independent Trustees and two Managing Trustees. All Trustees play an active role in overseeing the Company's business both at the Board and committee levels. As set forth in the Company's Governance Guidelines, the core responsibility of our Trustees is to exercise sound, informed and independent business judgment in overseeing the Company and its strategic direction. Our Trustees are skilled and experienced leaders and currently serve or have served as members of senior management in public and private for profit organizations and law firms, and have also served in academia. Our Trustees may be called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of the Company's officers and advisors. OurThe Board is small, which facilitates informal discussions and communication from management to the Board and among Trustees.

We do not have a Chairman of the Board or a lead Independent Trustee. Our President and Treasurer are not members of the Board, but they regularly attend Board and Board committee meetings, as does our Director of Internal Audit. Other officers of RMR LLC also sometimes attend Board meetings at the invitation of the Board. The Company's President,Special meetings of the Board may be called at any time by any Managing Trustee, the president or pursuant to the request of any two Independent Trustees may call a special meeting of the Board.then in office. Our Managing Trustees, in consultation with the Company's President, Treasurer, Secretary and Director of Internal Audit,management, set the agenda for Board meetings. Any Independent Trustee may place an item on ansuggest agenda by providing notice to a Managing Trustee or our President, Treasurer or Secretary.items and raise other matters at meetings. Discussions at Board meetings are led by the Managing Trustee or Independent Trustee who is most knowledgeable on a subject.

Pursuant to the Company's Governance Guidelines, the Company's Independent Trustees are expected to meet in regularly scheduled meetings at which only Independent Trustees are present. It is expected that these executive sessions will occur at least once eachtwice per year without management.in conjunction with regularly scheduled Board meetings. The presiding Trustee at these meetings is the Chair of the Audit Committee, unless the Independent Trustees in attendance select another Independent Trustee to preside. Our Independent Trustees also meet to consider Company business without the attendance of the Managing Trustees or officers, and they meet separately with the Company's officers, with the Company's Director of Internal Audit and with the Company's independent auditors. In such meetings of the Company's Independent Trustees, the Chair of the Audit Committee presides unless the Independent Trustees determine otherwise.

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In 2015,2016, the Board held 12five meetings. In 2015,2016, each then Trustee attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served. All of the then Trustees attended last year's Annual Meeting of Shareholders. The Company's policy with respect to Board members'

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attendance at meetings of the Board and Annual Meetings of Shareholders can be found in the Company's Governance Guidelines, the full text of which appears at the Company's website,www.govreit.com.

Independence of Trustees

Under the corporate governance listing standards of the NYSE,NASDAQ, the Board must consist of a majority of Independent Trustees. To be considered independent:

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a trustee must not have a disqualifying relationship, as defined in these NYSE standards;the corporate governance section of the NASDAQ rules; and



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the Board must affirmatively determine that the trustee otherwise has no material relationship which would interfere with the Company directly, or as an officer, shareholder or partnerexercise of an organization that hasindependent judgment in carrying out the responsibilities of a relationship with the Company.trustee. To facilitate the trustee independence assessment process, the Board has adopted written Governance Guidelines as described below.

The Company'sOur Bylaws also require that a majority of the Board be Independent Trustees. Under the Company'sour Bylaws, Independent Trustees are not employees of RMR LLC, are not involved in the Company's day to day activities and are persons who qualify as independent under the applicable rules of NASDAQ and the NYSE and SEC.

The Board affirmatively determines whether Trustees have a direct or indirect material relationship with the Company, including the Company's subsidiaries, other than serving as the Company's Trustees or trustees or directors of the Company's subsidiaries. In making independence determinations, the Board observes NYSENASDAQ and SEC criteria, as well as the Company'sour Bylaws. When assessing a Trustee's relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the Trustee's standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, the Board has determined that Barbara D. Gilmore, John L. Harrington, Elena Poptodorova and Jeffrey P. Somers currently qualify as independent trustees under applicable NYSENASDAQ rules and SEC criteria and are Independent Trustees under the Company'sour Bylaws. In making these determinations, the Board reviewed and discussed additional information provided by the Trustees and the Company with regard to each of the Trustees' relationships with the Company, RMR Inc. or RMR LLC and the other companies to which RMR LLC and its affiliates provide management and advisory services. The Board has concluded that none of these threefour Trustees possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable NYSENASDAQ and SEC standards.

Board Committees

The Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Each committee hasThe Audit Committee, Compensation Committee and Nominating and Governance Committee have each adopted a written charter, which is available on our website,www.govreit.com, by clicking on "Investors" and then "Governance." Shareholders may also request copies free of charge by writing to Investor Relations, Government Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Our Board may from time to time establish other committees. Our Audit, Compensation and Nominating and Governance Committees are comprised entirely of Independent Trustees and an Independent Trustee serves as Chair of each committee. The Chairs of the Audit Committee, Compensation Committee and Nominating and Governance CommitteesCommittee set the agendas

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for their respective committee meetings, but any Trustee, member of management or the Director of Internal Audit may suggest agenda items to be considered by these committees. Additionally, the charter of each of our standing committeesAudit Committee, Compensation Committee and Nominating and Governance Committee provides that the committee may form and delegate authority to subcommittees of one or more members when appropriate. Subcommittees are subject to the provisions of the applicable committee's charter. Additional information about the committees is provided below.

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Audit Committee

		John L. Harrington*Harrington Committee Chair

"The Audit Committee is dedicated to maintaining the integrity of the Company's financial reporting; monitoring and controllingmitigating the Company's financial risk exposure; selecting, assessing the independence and performance of, and working productively with, the Company's independent auditors; overseeing and collaborating with the Company's internal audit function; and monitoring the Company's legal and regulatory compliance."

Additional Committee Members: Barbara D. Gilmore, Jeffrey P. Somers
Meetings Held in 2015:2016: 7

Purpose and Primary Responsibilities:
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The primary functionspurpose of the Audit Committee areis to assist the Board in fulfilling its responsibilities for oversight of: (i) the integrity of the Company's financial statements; (ii)(1) the Company's accounting and financial reporting processes; (iii)(2) the audits of the Company's financial statements and internal control over financial reporting; (3) the Company's compliance with legal and regulatory requirements; (iv) the Company's independent auditors' qualifications and independence; and (v) the performance of(4) the Company's internal audit function and independent auditors.generally. Under its charter, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight, and the evaluation of the qualifications, performance and independence, of the Company's independent auditor and the resolution of disagreements between management and the independent auditor regarding financial reporting. The independent auditor reports directly to the Audit Committee. The Audit Committee also has the final authority and responsibility for the appointment and assignment of duties to select the Company's independent auditors and to appoint the Company's Director of Internal Audit.

Independence:
Each member of the Audit Committee meets the independence requirements of the NYSE,NASDAQ, the Exchange Act and the Company's Governance Guidelines. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The Board has determined that Mr. Harrington is the Audit Committee's "financial expert" and is independent as defined by the rules of the SEC and the NYSE.NASDAQ. The Board's determination that Mr. Harrington is a financial expert was based on his experience as: (i) Executive Directorexecutive director of a large charitable organization; (ii) Chief Executive Officerchief executive officer of a major professional sports business; (iii) a member of the Audit Committee and of the audit committees of other publicly ownedpublic companies; (iv) a certified public accountant; (v) a Directordirector of a large national bank; and (vi) a college assistant professor of accounting. Additionally, the Board has determined that Mr. Harrington's simultaneous service on the audit committees of HPT, SNH and RIF will not impair his ability to effectively serve as Chair of the Company's Audit Committee. The Board also has determined that Mr. Somers's simultaneous service on the audit committees of SIR, SNH and RIF will not impair his ability to effectively serve as a member of the Company's Audit Committee.

* Mr. Harrington was appointed Chair of the Audit Committee in 2009.

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Compensation Committee

		Barbara D. Gilmore*Gilmore Committee Chair

"The Compensation Committee regularly evaluates the Company's compensation practices and considers the incentives and risks associated with the Company's compensation practices."

Additional Committee Members: John L. Harrington, Jeffrey P. Somers
Meetings Held in 2015:2016: 64

Purpose and Primary Responsibilities:
The purpose of the Compensation Committee's primaryCommittee is to discharge directly, or assist the Board in discharging, its responsibilities include: (i) reviewingrelated to: (1) the termsevaluation of RMR LLC'sthe performance and compensation of the business management and property management agreements withservices provider to the Company, evaluating the performance of RMR LLC under those agreements, approvingPresident, the fees and certain other costs that the Company is required to pay under those agreements and making determinations regarding continuance of or changes to those agreements; (ii) evaluating the performance of the Company's President and determining and approving any compensation, including any equity compensation, paid directly by the Company to the President; (iii) reviewing and approving any compensation that the Company directly pays to its Treasurer and any other executive officer of the Company whoand the Director of Internal Audit of the Company; (2) the compensation of the Trustees; and (3) the approval, evaluation and administration of any equity compensation plans of the Company. Under its charter, the Compensation Committee is responsible for the determination and approval of any compensation payable by the Company to the President, the Treasurer and any other executive officer of the Company based on such evaluation. The Compensation Committee is also a senior executiveresponsible for the evaluation and recommendation to the Board of RMR LLC; (iv) evaluatingthe cash compensation payable by the Company to the Trustees for Board and committee service and the annual evaluation of the performance of the Company's Director of Internal Audit and determining the compensation payabledetermination of his or her compensation. In addition, the Compensation Committee is responsible for the annual review of any business and property management agreement of the Company with the business and property management services provider to himthe Company, the proposal and approval of amendments to or termination of any business and property management agreement of the Company with any such provider to the Company and the costsreview of the Company's internal audit function generally; (v) evaluating, approving and administering all of the Company's equity compensation plans; (vi) evaluating whether the Company's executive compensation programs encourage appropriate levels of risk takingamounts payable by the Company's executives; and (vii) reviewing and considering the incentives and risks associated with the Company's compensation policies and practices.Company under any such management agreements.

Independence:
Each member of the Compensation Committee meets the independence requirements of NASDAQ, the NYSE.

* Ms. Gilmore was appointed Chair ofExchange Act and the Compensation Committee in 2009.Company's Governance Guidelines.

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Nominating and Governance Committee

		Jeffrey P. Somers*Somers Committee Chair

"The Nominating and Governance Committee regularly evaluates the Board's leadership structure and corporate governance to promote the best long term interests of the Company."

Additional Committee Members: Barbara D. Gilmore, John L. Harrington
Meetings Held in 2015:2016:13

Purpose and Primary Responsibilities:
The responsibilitiesprincipal purposes of the Nominating and Governance Committee include: (i) identifyingare: (1) to identify individuals qualified to become Board members, ofconsistent with criteria approved by the Board, and recommendingto recommend candidates to the entire Board the nominees for Trusteenomination or selection as Board members for each Annual Meeting of Shareholders (or special meeting of shareholders at which Trustees are to be elected) or when Board vacancies occur; (ii) reviewing(2) to perform certain assessments of the Board and assessing the Board's leadership structure; (iii) developingCompany management; and recommending(3) to develop and recommend to the Board a set of governance guidelines;principles applicable to the Company. Under its charter, the Nominating and (iv) evaluatingGovernance Committee is also responsible for overseeing the performanceevaluation of Company management to the extent not overseen by the Compensation Committee or another committee of the Board.

Independence:
Each member of the Nominating and Governance Committee meets the independence requirements of NASDAQ, the NYSE.

* Mr. Somers was appointed Chair ofExchange Act and the Nominating andCompany's Governance Committee in 2009.Guidelines.

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Board Oversight of Risk

The Board is elected by shareholders to oversee the Company's business and long term strategy. As part of fulfilling its responsibilities, the Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company's compliance with applicable laws and regulations. Inherent in these responsibilities is the Board's understanding and oversight of the various risks facing the Company. The Board considers that risks should not be viewed in isolation and should be considered in virtually every business decision and as part of the Company's business strategy.

Oversight of Risk

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The Board oversees risk management.



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Board committees play significant roles in carrying out the risk oversight function.



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RMR LLC implements risk management and the Company's officers and Director of Internal Audit help evaluate and implement risk management.

The Board oversees risk as part of its general oversight of the Company, and oversightCompany. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. The actual day to day business of the Company is conducted by RMR LLC, and RMR LLC and the Company's officers and Director of Internal Audit are responsible to incorporate risk management in their activities. The Company's Director of Internal Audit provides the Company advice and assistance with the Company's risk management function.

In discharging their oversight responsibilities, the Board and Board committees review regularly a wide range of reports provided to them by RMR LLC and other service providers, including:

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reports on market and industry conditions;



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operating and regulatory compliance reports;



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financial reports;



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reports on risk management activities;



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regulatory and legislative updates that may impact the Company;



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reports on the security of the Company's information technology processes and the Company's data; and



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legal proceedings updates and reports on other business related matters.

The Board and Board committees discuss these matters among themselves and with representatives of RMR LLC, officers of the Company, the Director of Internal Audit, counsel and the Company's independent auditors.

The Audit Committee which meets at least quarterly and reports its findings to the Board, takes a leading role in helping the Board fulfill its responsibilities for oversight of the Company's financial reporting, internal audit function, risk management and the Company's compliance with legal and regulatory requirements. The Audit Committee meets at least quarterly and reports its findings to the Board. The Board and Audit Committee review periodic reports from the Company's independent auditors regarding potential risks, including risks related to the Company's internal control over financial reporting. The Audit Committee also reviews annually, approves and oversees an internal audit plan developed by the Company's Director of Internal Audit with the goal of helping the Company systematically evaluate the effectiveness of its risk management, control and governance processes. The Audit Committee also meets periodically with the Company's Director of Internal Audit to review the results of the Company's internal audits, and directs or recommends to the Board actions or changes it

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determines appropriate measures to enhance or improve the effectiveness of the Company's risk management.

The Compensation Committee also evaluates the performance of the Company's Director of Internal Audit and RMR LLC's performance under the Company's business and property management agreements, including any perceived risks created by RMR LLC's compensation under those agreements.arrangements. Also, the Compensation Committee and the Board consider that the Company has a share grantaward program that requires share grantsawards to executive officers to vest over a period of years, rather than a stock option program such as is employed by many other publicly owned companies.years. The Company believes that the use of share grantsawards vesting over time rather than stock options mitigates the incentives for the Company's management to undertake undue risks and encourages management to make longer term and appropriately risk balanced decisions.

It is likely not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for the Company to bear certain risks to achieve its objectives. As a result of the foregoing and other factors, the Company's ability to manage risk is subject to substantial limitations.

To learn more about the risks facing the Company, you can review the matters discussed in Part I, "Item 1A. Risk Factors" and "Warning Concerning Forward Looking Statements" in our Annual Report. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company's business, financial condition or results of operations in future periods.

Shareholder Engagement

Shareholders may effectively communicate a point of view to the Board in a number of ways, including:

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recommending candidates for election to the Board;



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participating in the advisory vote to approve executive compensation;



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participating in the advisory vote on the frequency of future advisory votes to approve executive compensation;



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directing communications to individual Trustees or the entire Board; and



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attending the Annual Meeting of Shareholders.

Communication with the Board

The Board has established a process to facilitate communication by shareholders and other interested parties with Trustees. Communications should be addressed to Trustees in care of the Secretary, Government Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, by email at tosecretary@govreit.com or sent by filling out a report atby visiting the Company's website,www.govreit.com., clicking "Investors," clicking "Governance" and then clicking "Governance Hotline." In addition, shareholders and other interested parties may call the Company's toll free confidential message system at (866) 511-5038.

Code of Business Conduct and Ethics

In December 2015, Government Properties Income Trust'sThe Company has adopted the Code of Business Conductto, among other things, provide guidance to its Trustees and Ethics was amendedofficers and RMR LLC, its officers and employees and its parent's and subsidiaries' directors, officers and employees to clarify policies regarding reporting of conflicts of interestensure compliance with applicable laws and violations of the law and the Code. The Code was also revised to recognize that our manager is now controlled by a public company.regulations.

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The Company's shareholders, Trustees, executive officers and persons involved in the Company's business can ask questions about the Company's Code and other ethics and compliance issues, or report potential violations as follows: by writing to the Director of Internal Audit at Government Properties Income

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Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458; by calling toll free (866) 511-5038; by e-mailingInternal.Audit@govreit.com; or by filling out a report by visiting the Company's website,www.govreit.com, clicking "Investors," clicking "Governance" and then clicking "Governance Hotline." We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code that apply to the principal executive officer, principal financial officer or controller, or persons performing similar functions, by posting such information on our website.

Governance Guidelines

In 2014, the Board adopted revisions to the Company's Governance Guidelines as detailed below.

Trustee Share Ownership Policy.    All Trustees receive compensation in Common Shares to align the interests of Trustees with those of the Company's shareholders. The Company's Governance Guidelines codify itsthe Company's expectation that, subject to certain exemptions, each Trustee retain at least 20,000 Common Shares within five years of the later of: (i) May 2, 2014 or (ii) the Annual Meeting of Shareholders at which the Trustee was initially elected or, if earlier, the first Annual Meeting of Shareholders following the initial appointment of the Trustee to the Board.

Trustee Resignation Policy.    The Governance Guidelines provide that if an incumbent Trustee does not receive a majority of the votes cast in an uncontested election, the Trustee will submit an offer to resign from the Board. In such circumstance, the Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation taking into account the recommendation of the Nominating and Governance Committee and make its decision within 90 days following the certification of the election results.

Trading Policies

Pursuant to the Company's insider trading policy, Trustees and executive officers are required to obtain pre-approval from at least two designated individuals before trading or agreeing to trade in, including by entering into a share trading plan such as a 10b5-1 trading plan, with respect to any Company security, except for regular reinvestments in the Company's securities made pursuant to anya dividend reinvestment plan which may be offered by the Company.plan.

The Company's insider trading policy generally prohibits (i) the Company's Trustees and officers, (ii) the trustees and officers of the Company's subsidiaries, (iii) RMR Inc. and its directors and officers and (iv) RMR LLC and its officers and employees, to the extent they are involved in RMR LLC's services to the Company, from, directly or indirectly through family members or others, purchasing or selling Common Shares or the Company's other equity or debt securities while in possession of material, non-public information concerning the Company. Similar prohibitions also apply to trading in the securities of RMR Inc. and the other publicly heldpublic companies to which RMR LLC provides management or advisory services on the basis of material, non-public information learned in the course of performing services for those companies.

Executive Compensation Policies

See the "Compensation Discussion and Analysis" beginning on page 4442 for a detailed discussion of the Company's executive compensation program.

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Shareholder Nominations and Other Proposals

Trustee Nominations and Shareholder Proposals for the 20172018 Annual Meeting of Shareholders:    In order for a shareholder to propose a nominee for election to the Board or propose business outside of Rule 14a-8 under the Exchange Act at the 20172018 Annual Meeting of Shareholders, the shareholder must comply with the advance notice and other requirements set forth in the Company'sour Bylaws, which include,

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among other things, requirements as to the shareholder's timely delivery of advance notice, continuous requisite ownership of Common Shares, holding of a share certificate for such shares at the time of the advance notice and submission of specified information.

Deadline to Submit Nominations and Proposals for the 20172018 Annual Meeting of Shareholders:Shareholders under Our Bylaws:    To be timely, shareholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act at the 20172018 Annual Meeting of Shareholders must be received by the Company's Secretary at the Company's principal executive offices, in accordance with the requirements of the Company'sour Bylaws, not later than 5:00 p.m. Eastern time on October 22, 201626, 2017 and not earlier than September 22, 2016;26, 2017; provided, that, if the date of the 20172018 Annual Meeting of Shareholders is more than 30 days earlier or later than May 17, 2017,2018, then a shareholder's notice must be so delivered not later than 5:00 p.m. Eastern time on the tenth day following the earlier of the day on which (i) notice of the date of the 20172018 Annual Meeting of Shareholders is mailed or otherwise made available or (ii) public announcement of the date of the 20172018 Annual Meeting of Shareholders is first made by the Company.

Deadline to Submit Proposals for the 2018 Annual Meeting of Shareholders for Purposes of Rule 14a-8:Shareholder proposals pursuant to Rule 14a-8 under the Exchange Act must be received at the Company's principal executive offices on or before October 22, 201626, 2017 in order to be eligible to be included in the proxy statement for the 20172018 Annual Meeting of Shareholders; provided, that, if the date of the 20172018 Annual Meeting of Shareholders is more than 30 days before or after May 17, 2017,2018, such a proposal must be submitted within a reasonable time before the Company begins to print its proxy materials. Under Rule 14a-8, the Company is not required to include shareholder proposals in its proxy materials in certain circumstances or if conditions specified in the rule are not met.

The foregoing description of the requirements for a shareholder to propose a nomination for election to the Board at an annual meetingAnnual Meeting of Shareholders or other business for consideration at an annual meetingAnnual Meeting of Shareholders is only a summary and is not a complete listing of all requirements. Copies of the Company'sour Bylaws, including the requirements for shareholder nominations and other proposals, may be obtained by writing to the Company's Secretary at Government Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC's website,www.sec.gov. Any shareholder considering making a nomination or other proposal should carefully review and comply with those provisions.

Related Person Transactions

The descriptions of agreements in this "Related Person Transactions" section do not purport to be complete and are subject to, and qualified in their entirety by, reference to the actual agreements, copies of certain of which are filed as exhibits to the Annual Report.

A "related person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) the Company was, is or will be a participant, (ii) the amount involved exceeds $120,000 and (iii) any related person had, has or will have a direct or indirect material interest.

A "related person" means any person who is, or at any time during the applicable periodsince January 1, 2016 was:

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a Trustee, a nominee for Trustee or an executive officer of the Company;



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known to the Company to be the beneficial owner of more than 5% of the outstanding Common Shares when a transaction in which such person had a direct or indirect material interest occurred or existed;

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GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement

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an immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother in law, father in law, son in law, daughter in law, brother in law or sister in law of any of the persons referenced in the preceding two bullets, and any person (other than a tenant or employee) sharing the household of any of the persons referenced in the preceding two bullets; or



•

a firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

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The Company has adopted written Governance Guidelines that describe the consideration and approval of related person transactions. Under these Governance Guidelines, the Company may not enter into a transaction in which any Trustee or executive officer, any member of the immediate family of any Trustee or executive officer or other related person, has or will have a direct or indirect material interest unless that transaction has been disclosed or made known to the Board and the Board reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Trustees, even if the disinterested Trustees constitute less than a quorum. If there are no disinterested Trustees, the transaction must be reviewed, authorized and approved or ratified by both (i) the affirmative vote of a majority of the Board and (ii) the affirmative vote of a majority of the Independent Trustees. In determining whether to approve or ratify a transaction, the Board, or disinterested Trustees or Independent Trustees, as the case may be, also act in accordance with any applicable provisions of the Company's Declaration of Trust and Bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to the Company. All related person transactions described below were reviewed and approved or ratified by a majority of the disinterested Trustees or otherwise in accordance with the Company's policies, Declaration of Trust and Bylaws, each as described above. In the case of transactions with the Company by employees of RMR Inc. and its subsidiaries who are subject to the Company's Code of Business Conduct and Ethics but who are not Trustees or executive officers of the Company, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested. Copies of the Company's Governance Guidelines and the Code of Business Conduct and Ethics are available on the Company's website,www.govreit.com.

Certain Related Person Transactions

Relationships With RMR LLC.LLC and Others Related to It.    The Company has relationships and historical and continuing transactions with RMR LLC, RMR Inc. and others related to them. RMR LLC is a subsidiary of RMR Inc. One of the Company's Managing Trustees, Adam Portnoy, is a managing director, president and chief executive officer and controlling shareholder (through ABP Trust) of RMR Inc. and an officer of RMR LLC. The Company's other Managing Trustee, Barry Portnoy, is a managing director, officer and controlling shareholder (through ABP Trust) of RMR Inc. and an officer of RMR LLC. ABP Trust is owned by Adam Portnoy and Barry Portnoy. Adam Portnoy and Barry Portnoy also own class A membership units of RMR LLC (through ABP Trust). Each of the Company's executive officers is also an officer of RMR LLC. The Company's Independent Trustees also serve as independent directors or independent trustees of other companies to which RMR LLC or its affiliates provide management services. Barry Portnoy serves as a managing director or managing trustee of all of the public companies to which RMR LLC or its affiliates provide management services and Adam Portnoy serves as a managing trustee of a majority of those companies. In addition, officers of RMR LLC and RMR Inc. serve as the Company's officers and officers of other companies to which RMR LLC or its affiliates provide management services.

The Company has no employees. The personnel and various services the Company requires to operate its business are provided to it by RMR LLC. The Company has two agreements with RMR LLC to provide management services to the Company: (i) a business management agreement, which relates to the Company's business generally, and (ii) a property management agreement, which relates to the Company's property level operations, both of which are described below, see ""——Management Agreements withWith RMR LLC."

OneInterest in RMR Inc.    The Company currently holds 1,214,225 shares of the Company's Managing Trustees, Mr. Barry Portnoy, is a Managing Director, officer and controlling shareholder (through ABP Trust)class A common stock of RMR Inc., the parent and an officer of RMR LLC. The Company's other Managing Trustee, Mr. Adam Portnoy, is a Managing Director, President, Chief Executive Officer and controlling shareholder (through ABP Trust) of RMR Inc. and an officer of RMR LLC. ABP Trust is owned by Messrs. Barry and Adam Portnoy. Messrs. Barry and Adam Portnoy also own class A membership unitsmanaging member of RMR LLC, through theirincluding 441,056 shares of class A common

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stock it received as a result of its ownership of ABP Trust. Each of the Company's executive officers is also an officer of RMR LLC.SIR common shares. The Company's Independent Trustees also serve as independent directors or independent trustees of other companies to which RMR LLC or its affiliates provide management services. Mr. Barry Portnoy serves as a director, managing director, trustee or managing trustee of those companiesCompany, SIR and Mr. Adam Portnoy serves as a director, trustee or managing trustee of a majority of those companies. In addition, officers of RMR LLC and RMR Inc. serve as the Company's officers and officers of other companies to which RMR LLC or its affiliates provide management services.

Acquisition of Interest in the Company's Manager.    On June 5, 2015, the Company and threetwo other REITs to which RMR LLC provides management services—services, HPT SIR and SNH, (collectively with HPT and SIR, the "Other REITs")—participated in a transaction (the "Up-C Transaction"), by which the Company and the Other REITs each acquired shares of class A common stock of RMR Inc.

The Up-C Transaction was completed pursuant to in a transaction agreement by and among the Company, the Company's manager, RMR LLC, its then sole member, ABP Trust, and RMR Inc. and similar transaction agreements that each Other REIT entered into with RMR LLC, ABP Trust and RMR Inc. Pursuant to these transaction agreements: the Company contributed to RMR Inc. 700,000completed on June 5, 2015 (the "Up-C Transaction"). Through their ownership of its common shares and approximately $3.9 million in cash; HPT contributed to RMR Inc. 1,490,000 of its common shares and approximately $12.6 million in cash; SIR contributed to RMR Inc. 880,000 of its common shares and approximately $15.9 million in cash; SNH contributed to RMR Inc. 2,345,000 of its common

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shares and approximately $14.0 million in cash; ABP Trust contributed to RMR Inc. approximately $11.5 million in cash, which RMR Inc. contributed to RMR LLC; RMR LLC issued 1,000,000 of its class B membership units to RMR Inc.; RMR Inc. issued 1,541,201 shares of its class A common stock to the Company, 5,019,121 shares of its class A common stock to HPT, 3,166,891 shares of its class A common stock to SIR, 5,272,787 shares of its class A common stock to SNH, and 1,000,000 shares of itsRMR Inc., class B-1 common stock and 15,000,000 shares of itsRMR Inc., class B-2 common stock to ABP Trust; ABP Trust delivered 15,000,000 of the 30,000,000RMR Inc. and class A membership units of RMR LLC, which ABP Trust then owned toas of February 1, 2017, Adam Portnoy and Barry Portnoy, in aggregate hold, directly and indirectly, a 51.9% economic interest in RMR Inc.;LLC and RMR Inc. delivered to ABP Trust the Company's common shares, the common sharescontrol 91.5% of the Other REITs and the cash which had been contributed by the Company and the Other REITs to RMR Inc.

The class A common stock and class B-1 commonvoting power of outstanding capital stock of RMR Inc. share ratably as a single class in dividends and other distributions of RMR Inc. when and if declared by the board of directors of RMR Inc. and have the same rights in a liquidation of RMR Inc. The class B-1 common stock of RMR Inc. is convertible into class A common stock of RMR Inc. on a 1:1 basis. The class A common stock of RMR Inc. has one vote per share. The class B-1 common stock of RMR Inc. has 10 votes per share. The class B-2 common stock of RMR Inc. has no economic interest in RMR Inc., but has 10 votes per share and is paired with the class A membership units of RMR LLC owned by ABP Trust. Upon request by ABP Trust, RMR LLC is required to redeem the class A membership units of RMR LLC owned by ABP Trust for class A common stock of RMR Inc. on a 1:1 basis, or if RMR Inc. elects, for cash. Under the governing documents of RMR Inc., upon the redemption of a class A membership unit of RMR LLC, the share of class B-2 common stock of RMR Inc. "paired" with the class A membership unit being redeemed is cancelled for no additional consideration.

As part of the Up-C Transaction, and concurrently with entering the transaction agreements, on June 5, 2015:

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The Company entered into an amended and restated business management agreement with RMR LLC and an amended and restated property management agreement with RMR LLC. The amendments made by these agreements are described below under "—Management Agreements with RMR LLC." Each Other REIT also entered amended and restated business and property management agreements with RMR LLC, which made similar amendments to their management agreements with RMR LLC.



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The2015, the Company entered into a registration rights agreement with RMR Inc. covering the class A common stock of RMR Inc. that the Company received in the Up-C Transaction, pursuant to which the Company received demand and piggyback registration rights, subject to certain limitations. Each Other REIT entered into a similar registration rights agreement with RMR Inc.



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Thelimitations, and the Company entered into a lock up and registration rights agreement with ABP Trust and Messrs.Adam Portnoy and Barry and Adam Portnoy pursuant to which ABP Trust and Messrs.Adam Portnoy and Barry and Adam Portnoy agreed not to transfer the 700,000 of the Company's common sharesCommon Shares that ABP Trust received in the Up-C Transaction for a 10 year period of 10 yearsending on June 5, 2025, and the Company granted them certain registration rights, subject to certain limited exceptions. Each Other REIT also entered into a similar lock up and registration rights agreement with ABP Trust and Messrs. Barry and Adam Portnoy.

As a result of the Up-C Transaction: RMR LLC became a subsidiary of RMR Inc.; RMR Inc. became the managing member of RMR LLC; through the Company's ownership of class A common stock of RMR Inc., the Company became a holder of an indirect economic interest in RMR LLC; and through their ownership of class A common stock of RMR Inc., HPT, SIR and SNH also became holders of indirect economic interests in RMR LLC. Through its ownership of class B-1 common stock of RMR Inc., class B-2 common stock of RMR Inc. and class A membership units of RMR LLC, ABP Trust holds, directly and indirectly, a 51.6% economic interest in RMR LLC and controls 91.4% of the voting power of outstanding capital stock of RMR Inc.

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Pursuant to the transaction agreements, on December 14, 2015 the Company distributed 768,285 shares of class A common stock of RMR Inc. to the Company's shareholders as a special distribution, which represented approximately half of the shares of class A common stock of RMR Inc. the Company received in the Up-C Transaction; each Other REIT also distributed approximately half of the shares of class A common stock of RMR Inc. they received in the Up-C Transaction to their respective shareholders. RMR Inc. facilitated this distribution by filing a registration statement with the SEC to register the shares of class A common stock of RMR Inc. being distributed and by listing those shares on The NASDAQ Stock Market LLC. Following this distribution, the Company currently holds 1,214,225 shares of class A common stock of RMR Inc., including 441,056 shares of class A common stock the Company received as a result of its ownership of SIR common shares, and HPT, SIR and SNH currently hold 2,503,777, 1,586,836 and 2,637,408 shares of class A common stock of RMR Inc., respectively.

On December 15, 2015, RMR Inc. paid a cash dividend to holders of its class A common stock and class B-1 common stock as of November 25, 2015 of $0.5260 per share related to the period from and including June 5, 2015 up to but not including December 14, 2015. As a result of the Company's ownership of class A common stock of RMR Inc., the Company received a cash dividend of approximately $0.8 million.

The transactions contemplated by the transaction agreement and the terms thereof were negotiated and reviewed by a Joint Special Committee comprised solely of the Company's Independent Trustees and the independent trustees of the Other REITs (the "Joint Special Committee"), and were separately approved and adopted by the Company's Independent Trustee who did not serve as an independent trustee of any of the Other REITs, by a Special Committee of the Company's Board of Trustees, comprised solely of the Company's Independent Trustees, (the "Special Committee") and by the Company's Board of Trustees. Morgan Stanley & Co. LLC acted as financial advisor to the Joint Special Committee and Reynolds Advisory Partners, LLC acted as financial advisor to the Special Committee.

Management Agreements withWith RMR LLC.    The businessCompany's management agreement provides that:agreements with RMR LLC provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash:

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Base Management Fee.  The annual amount of the base management fee payable to RMR LLC by the Company for each applicable period is equal to the lesser of:



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the sum of (a) 0.5% of the average aggregate historical cost of the real estate assets acquired from a REIT to which RMR LLC provided business management or property management services (the "Transferred Assets"), immediately prior to the contribution, sale or other transfer of such property to the Company, plus (b) 0.7% of the average aggregate historical cost of the Company's real estate investments excluding the Transferred Assets up to $250.0 million, plus (c) 0.5% of the average aggregate historical cost of the Company's real estate investments excluding the Transferred Assets exceeding $250.0 million; and



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the sum of (a) 0.7% of the average closing price per share of the Company's common sharesCommon Shares on the NYSEapplicable stock exchange on which such Common Shares are principally traded during such period, multiplied by the average number of the common sharesCommon Shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of the Company's preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of the Company's consolidated indebtedness during such period or, together,(together, the Company's"Company's Average Market Capitalization,Capitalization") up to $250.0 million, plus (b) 0.5% of the Company's Average Market Capitalization exceeding $250.0 million.

The average aggregate historical cost of the Company's real estate investments includes its consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves; provided, however, we do not include our ownership of SIR shares as part of our real

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estate investments for purposes of calculating our base management fee due to RMR LLC since SIR pays its separate management fees to RMR LLC.

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Incentive Fee. The incentive fee which may be earned by RMR LLC for an annual period is ancalculated as follows:



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An amount, subject to a cap, based on the value of the Company's outstanding common shares,Common Shares, equal to 12% of the product of (a) of:



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the Company's equity market capitalization on the last trading day onof the year immediately prior to the relevant measurement period, and (b) 

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the amount (expressed as a percentage) by which the total returns per share realized by the holders of the Company's common sharesCommon Shares (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the SNL USU.S. REIT Equity Index (in each case subject to certain adjustments) for the relevant measurement period.



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The measurement periods are generally three-yearthree year periods ending with the year for which the incentive fee is being calculated, with shorter periods applicablecalculated.



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The benchmark return per share is adjusted if the Company's total return per share exceeds 12% per year in the case of the calculation of theany measurement period and, generally, no incentive management fee for 2014 (one year) and 2015 (two years). The terms of the revised incentive fee were developedis payable by the Compensation Committee, whichCompany unless the Company's total return per share during the measurement period is comprised solely of Independent Trustees, in consultation with FTI Consulting, Inc., a nationally recognized compensation consultant experienced in REIT compensation programs.positive.



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Form of Fee Payment. From January 1, 2015 to June 5, 2015, the baseThe incentive management fee was payable monthlyis subject to RMR LLC, 90% in cash and 10% ina cap equal to the Company's common shares, which were fully vested when issued. Thevalue of 1.5% of the number of the Company's common shares to be issued in payment of the base management fee for each month would equal the value of 10% of the total base management fee for that month dividedCommon Shares then outstanding multiplied by the average daily closing price of the Company's common sharesCommon Shares during that month. The incentive fee was payable in common shares, with one-thirdthe 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the common shares issuedrelevant measurement period.



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If the Company's financial statements are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC, for one or more periods in paymentrespect of which RMR LLC received an incentive management fee, vested on the date of issuance,incentive management fee payable with respect to periods for which there has been a restatement shall be recalculated by, and the remaining two-thirds vesting thereafter in two equal annual installments. All common shares issued in paymentapproved by a majority vote of, the incentive fee wouldCompany's Independent Trustees, and RMR LLC may be fully vested upon terminationrequired to pay the Company an amount equal to the value in excess of the business management agreement, subject to certain exceptions. In addition,that which RMR LLC would in certain circumstances, be required to return to the Company or forfeit some or all of the common shares paid or payable to it in payment ofhave received based upon the incentive management fee.fee as recalculated, either in cash or Common Shares.



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Property Management and Construction Supervision Fees. The property management fees payable to RMR LLC by the Company for each applicable period are equal to 3% of gross collected rents and certain eligible transfereesthe construction supervision fees payable to RMR LLC by the Company for each applicable period are equal to 5% of construction costs.

Pursuant to the Company's common shares issued in payment of the base management fee or incentive fee would be entitled to demand registration rights, exercisable not more frequently than twice per year, and to "piggy-back" registration rights, with certain expenses to be paid by the Company. The Company and applicable selling shareholders also indemnify each other (and their officers, trustees, directors and controlling persons) against certain liabilities, including liabilities under the Securities Act of 1933, as amended, in connection with any such registration. As noted below, pursuant to the amendments to the business management agreement entered into as part of the Up-C Transaction, as of June 5, 2015, all management fees are payable in cash.

As part of the Up-C Transaction described above, on June 5, 2015, the Company and RMR LLC entered into an amended and restated business management agreement, which amended and restated the Company's then business management agreement with RMR LLC, and an amended and restated propertythe Company recognized net business management fees of approximately $10.2 million for the year ended December 31, 2016, which amount reflects a reduction of approximately $0.6 million for the amortization of the liability the Company recorded in accordance with generally accepted accounting principles in connection with the Up-C Transaction. No incentive fee was payable to RMR LLC under the Company's business management agreement which amended and restatedfor 2016. Pursuant to the thenCompany's property management agreement with RMR LLC. As a resultLLC, the Company recognized aggregate net property management and construction supervision fees of these amendments, effectiveapproximately $8.9 million for the year ended December 31, 2016.

Expense Reimbursement.    The Company is generally responsible for all of its operating expenses, including certain expenses incurred by RMR LLC on its behalf. The Company's property level operating expenses are generally incorporated into rents charged to its tenants, including certain payroll and related costs incurred by RMR LLC.

The Company reimbursed RMR LLC approximately $12.3 million for property management related expenses for the year ended December 31, 2016. The Company is generally not responsible for payment of RMR LLC's employment, office or administrative expenses incurred to provide management services to the Company, except for the employment and related expenses of RMR LLC's employees assigned to work exclusively or partly at the Company's properties, its share of the wages, benefits and other related costs of centralized accounting personnel and its share of RMR LLC's costs for providing the Company's internal audit function. The Audit Committee appoints the Company's Director of Internal Audit and the Compensation Committee approves the costs of the Company's internal audit function. The amounts

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recognized as of June 5, 2015:expense for internal audit costs were approximately $0.2 million for the year ended December 31, 2016.

•

Extended Term.    The Company's management agreements with RMR LLC have terms that end on December 31, 2036, and automatically extend on December 31st of each year for an additional year, so that the terms of the management agreements thereafter end on the 20th anniversary of the date of the extension.



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Payment of Fees in Cash. All base management and incentive fees under the Company's management agreements are payable in cash.



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Revised Termination Rights.    The Company has the right to terminate eachone or both of the management agreement:agreements with RMR LLC: (i) at any time on 60 days' written notice for convenience, (ii) immediately uponon written notice for cause, as defined therein, (iii) on 60 days' written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written

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notice during the 12 months following a change of control of RMR LLC, as defined therein. RMR LLC has the right to terminate the management agreements for good reason, as defined therein.

•

Revised Termination Fee.    If the Company terminates one or both of the management agreements with RMR LLC for convenience, or if RMR LLC terminates one or both of the management agreements for good reason, as defined therein, the Company has agreed to pay RMR LLC a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining term prior to thesuch termination, which, depending on the time of termination would be between 19 and 20 years. If the Company terminates one or both of theits management agreements with RMR LLC for a performance reason, as defined therein, the Company has agreed to pay RMR LLC the termination fee calculated as described above, but assuming a remaining10 year term of 10 yearswas remaining prior to the termination. The Company is not required to pay any termination fee if it terminates its management agreements with RMR LLC for cause as defined therein or as a result of a change of control of RMR LLC.

Transition Services.    RMR LLC as defined therein.

The Boardhas agreed to provide certain transition services to the Company for 120 days following an applicable termination by the Company or notice of Trustees has giventermination by RMR LLC, including cooperating with the Compensation Committee, which is comprised exclusively of Independent Trustees, authorityCompany and using commercially reasonable efforts to act onfacilitate the Company's behalf with respect to its management agreements with RMR LLC. The Company's Governance Guidelines and the charterorderly transfer of the Compensation Committee together require the committee to annually review the terms of these agreements, evaluate RMR LLC's performancemanagement and real estate investment services provided under the agreementsbusiness management agreement and determine whether to terminatefacilitate the orderly transfer of the management agreements.

The 2015 amendments toof the business and property management agreements described above were negotiated and reviewed by the Joint Special Committee, and were approved and adopted by our Compensation Committee.managed properties, as applicable.

RMR LLC Management Fees and Reimbursements.Vendors.    Pursuant to the Company's business management agreementagreements with RMR LLC, it recognized business management fees of approximately $9.9 million for 2015. In accordance with the terms of the Company's business management agreement, it issued, in aggregate, 19,339 of its common shares to RMR LLC as payment for a portion of the base business management fee the Company recognized for the period from January 1, 2015 to June 5, 2015. No incentive fee was payable to RMR LLC under the Company's business management agreement for 2015.

The Company's property management agreement with RMR LLC provides for management fees equal to 3.0% of gross collected rents and construction supervision fees equal to 5.0% of construction costs. The aggregate property management and construction supervision fees the Company recognized were approximately $8.0 million for 2015.

The Company is generally responsible for all of its operating expenses, including certain expenses incurred by RMR LLC on the Company's behalf. The Company's property level operating costs are generally incorporated into rents charged to its tenants, including certain payroll and related costs incurred by RMR LLC. The total of these property management related reimbursements paid to RMR LLC for the year ended December 31, 2015 was $9.6 million. The Company is generally not responsible for payment of RMR LLC's employment, office or administration expenses incurred to provide management services to the Company, except for the employment and related expenses of RMR LLC employees assigned to work exclusively or partly at the Company's owned properties, its share of the wages, benefits and other related costs of centralized accounting personnel and its share of the staff employed by RMR LLC who perform the Company's internal audit function.

The Company has historically awarded share grants to certain RMR LLC employees under the Company's equity compensation plan. During the year ended December 31, 2015, the Company made annual share grants to RMR LLC employees of 53,100 of its common shares. Those grants had an aggregate value of $841,000, based upon the closing price of the Company's common shares on the NYSE on the dates of the grant. One fifth of those restricted shares vested on the grant dates and one fifth vests on each of the next four anniversaries of the grant dates. These share grants to RMR LLC

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employees are in addition to the fees the Company paid to RMR LLC. In September 2015, the Company purchased 10,721 of its common shares, at the closing price for its common shares on the NYSE on the date of purchase, from certain of the Company's officers and other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of restricted common shares. In addition, under the Company's business management agreement it reimburses RMR LLC for the Company's allocable costs for internal audit services, which amounts are subject to approval by its Compensation Committee. The Audit Committee appoints the Company's Director of Internal Audit. The Company reimbursed internal audit costs of $252,000 for the year ended December 31, 2015.

On occasion, the Company has entered into arrangements with former employees of RMR LLC in connection with the termination of their employment with RMR LLC, providing for the acceleration of vesting of restricted shares previously granted to them under the Company's equity compensation plan. Additionally, each of the Company's executive officers received grants of restricted shares of other companies to which RMR LLC provides management services in their capacities as officers of RMR LLC.

Pursuant to the Company's business management agreement, RMR LLC may from time to time negotiate on the Company's behalf with certain third party vendors and suppliers for the procurement of goods and services to the Company. As part of this arrangement, the Company may enter into agreements with RMR LLC and other companies to which RMR LLC provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

Share Awards to RMR LLC Employees.    The Company has historically granted share awards to certain RMR LLC employees under the Company's equity compensation plan. During the year ended December 31, 2016, the Company made annual share awards to the Company's officers and to other RMR LLC employees of 53,400 Common Shares valued at approximately $1.2 million, based upon the closing price of the Common Shares on NASDAQ on the date of grant. One fifth of these share awards vested on the grant date and one fifth vests on each of the next four anniversaries of the grant date. These awards to RMR LLC employees are in addition to the share awards granted to Adam Portnoy and Barry Portnoy, the Company's Managing Trustees, and the fees the Company paid to RMR LLC. In September 2016, the Company purchased 14,302 Common Shares, at the closing prices for the Common Shares on NASDAQ on the dates of purchase, from certain of the Company's officers and other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of Common Shares.

On occasion, the Company has entered into arrangements with former employees of RMR LLC in connection with the termination of their employment with RMR LLC, providing for the acceleration of vesting of Common Shares previously granted to them under the Company's equity compensation plan. Additionally, each of the Company's executive officers during 2016 received share awards of other companies to which RMR LLC provides management services, including SIR, in their capacities as officers and employees of RMR LLC.

38    GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement

Leases With RMR LLC.The Company leases office space to RMR LLC in certain of the Company's properties for itsRMR LLC's property management offices. Pursuant to the Company's lease agreements with RMR LLC, the Company recognized rental income from RMR LLC for leased office space of approximately $341,000,$0.4 million for the year endingended December 31, 2015.2016. The Company's office space leases with RMR LLC are terminable by RMR LLC if the Company's management agreements with RMR LLC are terminated. The Company may enter additional leases with RMR LLC for its regional offices in the future.

Relationship with SIR.    The Company is SIR's largest shareholder, owning approximately 27.9% of SIR's outstanding common shares as of December 31, 20152016 and February 10, 2016. Concurrently with the execution and delivery of the merger agreement (the "Merger Agreement"), for the acquisition by SIR of Cole Corporate Income Trust, Inc., a Maryland corporation ("CCIT"), the Company entered into a voting and standstill agreement with CCIT and VEREIT, Inc. (formerly known as American Realty Capital Properties, Inc.), a Maryland corporation and parent of the advisor of CCIT ("VEREIT") (the "Voting Agreement"). SIR's acquisition of CCIT pursuant to the Merger Agreement was completed on January 29, 2015. Pursuant to the Voting Agreement, the company agreed to vote all of the SIR common shares beneficially owned by the Company in favor of the issuance of SIR common shares to the stockholders of CCIT as contemplated by the Merger Agreement, upon and subject to the terms and conditions of the Voting Agreement and the Merger Agreement. The Voting Agreement also contains standstill provisions pursuant to which VEREIT has agreed, among other things, not to make unsolicited proposals to acquire the Company or SIR for a period of 36 months. Concurrently with the Company entering into the Voting Agreement,1, 2017. RMR LLC which also provides management services to SIR,both the Company and Messrs. Barry Portnoy and Adam Portnoy, RMR LLC's principals, theSIR. The Company's Managing Trustees, Adam Portnoy and Barry Portnoy, are also managing trustees of SIR, also entered into a voting and standstill agreement on terms and conditions substantially similar to the Voting Agreement that also includes a standstill in respect of SNH.SIR. One of the Company's Independent Trustees also serves as an independent trustee of SIR two of the Company's Independent Trustees also serve as independent trustees of SNH and the Company's President and Chief Operating Officer also serves as the president and chief operating officer of SIR.

On February 28, 2015, the Company entered into a share purchase agreement (the "SIR Purchase Agreement"),Relationship with Lakewood Capital Partners, LP ("Lakewood"), the other persons who are members of a group with Lakewood (together with Lakewood, the "Lakewood Parties"), and, for the purpose of specified sections, the Company, pursuant to which, on March 4, 2015, the Company acquired from Lakewood 3,418,421 of SIR's common shares, representing approximately 3.9% of SIR's then outstanding common shares, for an aggregate cash purchase price of approximately $95.2 million.

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​GOVERNMENT PROPERTIES INCOME TRUST   2016 Proxy Statement    39

On February 28, 2015, the Company's Managing Trustees, Messrs. Barry Portnoy and Adam Portnoy, entered into separate share purchase agreements with the Lakewood Parties, with provisions similar to the SIR Purchase Agreement, pursuant to which, on March 4, 2015, Messrs. Barry Portnoy and Adam Portnoy acquired 107,606 and 87,606 of SIR's common shares, respectively, from Lakewood and, on March 5, 2015, Messrs. Barry Portnoy and Adam Portnoy acquired 2,429 and 2,429 of SIR's common shares, respectively, from Mr. William H. Lenehan, one of the Lakewood Parties. Concurrently with entering into the agreements among the Company, Messrs. Barry Portnoy and Adam Portnoy and the Lakewood Parties, Lakewood withdrew its nomination of Mr. Lenehan for election to SIR's Board of Trustees at SIR's 2015 Annual Meeting of Shareholders.

The SIR Purchase Agreement contains (i) standstill provisions, pursuant to which the Lakewood Parties agreed not to take certain actions with respect to the Company's securities, or those of SIR, for a 50-year period and (ii) voting provisions, pursuant to which the Lakewood Parties agreed to cause the Company's securities, or those of SIR, that they or any of their affiliates own as of a record date for a meeting of the Company's or SIR's shareholders to be present and voted at such meeting in favor of all actions recommended by the board of trustees of such company. Concurrently with entering into the SIR Purchase Agreement, Lakewood withdrew its nomination of Mr. Lenehan for election to SIR's Board of Trustees at SIR's 2015 Annual Meeting of Shareholders.

In connection with the Company's purchase of SIR's common shares as referenced above, and in light of the fact that the Company would own greater than 10% of its outstanding common shares following such purchases, SIR's disinterested trustees adopted resolutions exempting the Company and its affiliates (as defined in the Maryland General Corporation Law), including RMR LLC and Messrs. Barry Portnoy and Adam Portnoy, from being "interested stockholders" of SIR under the Maryland Business Combination Act.

AIC.    The Company, ABP Trust, SIR and four other companies to which RMR LLC provides management services currently own AIC, an Indiana insurance company, in equal amounts and are parties to an amended and restated shareholders agreement regarding AIC.

All of the Company's Trustees and all of the trustees and directors of the other AIC shareholders currently serve on the board of directors of AIC. RMR LLC provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC. Pursuant to this agreement, AIC pays to RMR LLC a service fee equal to 3.0% of the total annual net earned premiums payable under then active policies issued or underwritten by AIC or by a vendor or an agent of AIC on its behalf or in furtherance of AIC's business. The shareholders agreement among the Company, the other shareholders of AIC and AIC includes arbitration provisions for the resolution of disputes.

In June 2015, theThe Company and the other AIC shareholders of AIC renewed their participationparticipate in a combined property insurance program arranged and insured or reinsured in part by AIC and with respect to which AIC is a reinsurer of certain coverage amounts. In connection with that renewal, the Company purchased a three year property insurance policy providing $500.0 million of coverage annually with the premiums to be paid annually and a one year standalone policy providing certain other coverage.AIC. The Company paid aggregate annual premiums, including taxes and fees, of approximately $1.3$1.0 million in connection with these policies. The premiums are adjusted throughoutthis insurance program for the policy year for property acquisitions or dispositionsending June 30, 2017, which amount may be adjusted from time to time as the Company makes.

The Company periodically considers the possibilities for expanding its insurance relationships with AIC to include other typesacquires and disposes of insurance and mayproperties that are included in the future participate in additional insurance offerings AIC may provide or arrange. The Company may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but the Company is not obligated to do so.program.

Directors' and Officers' Liability Insurance.    The Company, RMR Inc., RMR LLC and certain companies to which RMR LLC provides management services, including SIR, participate in a combined directors' and officers' liability insurance policy. This combined policy currently provides for $10.0 million of combined primary coverage, and expires in September 2017. In August 2015, the2018. The Company also obtained separate non-combined directors' and officers' liability insurance policies providing $20.0paid an aggregate premium of approximately $0.1 million of aggregate excess coverage

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plus $5.0 million of excess non-indemnifiable coverage, which policies expire in September 2016. The total premium payable by the Company for those policiesthis policy purchased in August 2015 was approximately $316,000. The premiums for the combined policies were allocated among the insured companies after consultation with the insurance broker and approval by each company's board and independent trustees or directors as applicable.2016.

The foregoing descriptions of the Company's agreements with RMR Inc., RMR LLC, SIRAIC and AICother related persons are summaries and are qualified in their entirety by the terms of the agreements. A further description of the terms of certain of those agreements is included in the Annual Report. In addition, copies of certain of the agreements evidencing these relationships are filed with the SEC and may be obtained from the SEC's website,www.sec.gov. www.sec.gov. The Company may engage in additional transactions with related persons, including businesses to which RMR LLC or its affiliates provide management services.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Executive officers, Trustees and certain persons who own more than 10% of the outstanding Common Shares are required by Section 16(a) of the Exchange Act and related regulations:

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to file reports of their ownership of Common Shares with the SEC and the NYSE;NASDAQ; and



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to furnish the Company with copies of the reports.

The Company received written representations from each such person who did not file an annual statementTo the Company's knowledge, based solely on Form 5 with the SEC that no Form 5 was due. Based on its review of the copies of such reports furnished to us and written representations that no other reports were required, during the Company believes thatfiscal year ended December 31, 2016, our executive officers, Trustees and greater than 10% beneficial owners timely filed all required Section 16(a) reports were filed timely in 2015.reports.

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

Trustees and Executive Officers

The following table sets forth information regarding beneficial ownership of Common Shares by each Trustee nominee, each Trustee, each of our named executive officers, and our Trustees, the Trustee nominees and executive officers as a group, all as of February 10, 2016.1, 2017. Unless otherwise noted, to the Company's knowledge, voting power and investment power in the Common Shares are exercisable solely by the named person.

Name and Address*			Aggregate Number of Shares Beneficially Owned			Percent of Outstanding Shares**		Additional Information
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Barry M. Portnoy		​	1,302,825.47		​	1.83%		Includes 761,781 Common Shares owned by ABP Trust, of which Mr. Barry Portnoy is the majority owner and a trustee.
Adam D. Portnoy			1,171,248			1.65%		Includes 761,781 Common Shares owned by ABP Trust, of which Mr. Adam Portnoy is a beneficial owner and a trustee.
David M. Blackman		​	38,646		​	Less than 1%		​
Mark L. Kleifges			31,396			Less than 1%
Barbara D. Gilmore		​	16,750		​	Less than 1%		Includes 3,000 Common Shares owned by Ms. Gilmore's husband. Ms. Gilmore disclaims beneficial ownership of the Common Shares owned by her husband, except to the extent of her pecuniary interest in those Common Shares.
John L. Harrington			13,750			Less than 1%
Jeffrey P. Somers		​	13,750		​	Less than 1%		​
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All Trustees and executive officers as a group (seven persons)			1,826,584.47			2.57%
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*

Theperson and the principal business address of each identifiedthe named person or entity is:is c/o Government Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Name and Address			Aggregate Number of Shares Beneficially Owned			Percent of Outstanding Shares*		Additional Information
​	​	​	​	​	​	​	​	​
Barry M. Portnoy		​	1,358,062		​	1.91%		Includes 761,781 Common Shares owned by ABP Trust. Voting and investment power with respect to Common Shares owned by ABP Trust may be deemed to be shared by Barry Portnoy as Chairman, majority owner and a trustee of ABP Trust and Adam Portnoy as the President and Chief Executive Officer, an owner and a trustee of ABP Trust.
Adam D. Portnoy			1,173,748			1.65%		See above note.
David M. Blackman		​	43,090		​	Less than 1%		​
Mark L. Kleifges			35,849			Less than 1%
Barbara D. Gilmore		​	19,250		​	Less than 1%		Includes 3,000 Common Shares owned by Ms. Gilmore's husband.
John L. Harrington			16,250			Less than 1%
Jeffrey P. Somers		​	16,250		​	Less than 1%		​
Elena Poptodorova			—			—
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All Trustees and executive officers as a group (eight persons)		​	1,900,716		​	2.67%		​
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Based on 71,126,30871,177,906 Common Shares outstanding as of February 10, 2016.1, 2017.

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40    GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement

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Principal Shareholders

Set forth in the table below is information about the number of shares held by persons the Company knows to be the beneficial owners of more than 5% of the Company's Common Shares.

Name and Address

Aggregate Number of Shares Beneficially Owned*

Percent of Outstanding Shares**

Additional Information

Aggregate Number of Shares Beneficially Owned*

Percent of Outstanding Shares**

Additional Information

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The Vanguard Group, Inc. ("Vanguard") 100 Vanguard Boulevard Malvern, Pennsylvania 19355

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11,123,225

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15.63%

Based solely on a Schedule 13G/A filed with the SEC on February 10, 2016 by Vanguard: • Vanguard beneficially owns 11,123,225 Common Shares, and has sole voting power over 197,288 Common Shares, shared voting power over 59,480 Common Shares, sole dispositive power over 10,973,544 Common Shares and shared dispositive power over 149,681 Common Shares. • Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, beneficially owns 84,708 Common Shares as a result of its serving as investment manager of collective trust accounts. • Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, beneficially owns 177,553 Common Shares as a result of its serving as investment manager of Australian investment offerings.

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14,145,104

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19.87%

Based on a Schedule 13G/A filed with the SEC on February 13, 2017 by Vanguard: • Vanguard beneficially owns 14,145,104 Common Shares, and has sole voting power over 171,766 Common Shares, shared voting power over 85,063 Common Shares, sole dispositive power over 13,979,063 Common Shares and shared dispositive power over 166,041 Common Shares. • Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, beneficially owns 80,978 Common Shares as a result of its serving as investment manager of collective trust accounts. • Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, beneficially owns 175,851 Common Shares as a result of its serving as investment manager of Australian investment offerings.

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Vanguard Specialized Funds— Vanguard REIT Index Fund ("Vanguard REIT") 100 Vanguard Boulevard Malvern, Pennsylvania 19355

5,126,167

7.2%

Based solely on a Schedule 13G filed with the SEC on February 9, 2016 by Vanguard REIT, Vanguard REIT beneficially owns and has sole voting power over 5,126,167 Common Shares and no dispositive power over such Common Shares.

5,401,963

7.59%

Based on a Schedule 13G filed with the SEC on February 13, 2017 by Vanguard REIT, Vanguard REIT beneficially owns and has sole voting power over 5,401,963 Common Shares and no dispositive power over such Common Shares. The Company has been advised by Vanguard that the Common Shares reported as beneficially owned by Vanguard REIT are included in the total Common Shares reported as beneficially owned by Vanguard above.

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BlackRock, Inc. ("BlackRock") 40 East 52nd Street New York, New York 10022

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6,810,886

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9.6%

Based solely on a Schedule 13G/A filed with the SEC on January 26, 2016 by BlackRock: • BlackRock beneficially owns 6,810,886 Common Shares, and has sole voting power over 6,656,895 Common Shares and sole dispositive power over 6,810,886 Common Shares. • BlackRock is the parent holding company for certain subsidiaries that have acquired the Company's shares and that are listed in that Schedule 13G/A.

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6,742,496

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9.47%

Based on a Schedule 13G/A filed with the SEC on January 24, 2017 by BlackRock: • BlackRock beneficially owns 6,742,496 Common Shares, and has sole voting power over 6,596,311 Common Shares and sole dispositive power over 6,742,496 Common Shares. • BlackRock is the parent holding company for certain subsidiaries that have acquired the Company's shares and that are listed in that Schedule 13G/A.

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Beneficial ownership of Vanguard, Vanguard REIT and BlackRock are shown as of December 31, 2015.2016.

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The Company'sOur Declaration of Trust and Bylaws placeplaces restrictions on the ability of any person or group to acquire beneficial ownership of more than 9.8% of any class of the Company's shares. Vanguard, however, is an Excepted Holder, as defined in the Company'sour Declaration of Trust, and therefore is not subject to this ownership limit, subject to certain limitations. The percentages indicated are based on approximately 71,126,30871,177,906 Common Shares outstanding as of February 10, 2016.1, 2017.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Overview

This Compensation Discussion and Analysis provides a detailed description of the Company's executive compensation philosophy and programs, the compensation decisions the Compensation Committee made under those programs in 20152016 and the factors which impacted those decisions. This Compensation Discussion and Analysis discusses the compensation of the Company's "named executive officers" for 2015,2016, who are the officers for whom compensation disclosure is required to be made in this Proxy Statement under SEC rules. For 2015,2016, the Company's named executive officers were:

Name		Title
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David M. Blackman		President and Chief Operating Officer
Mark L. Kleifges		Treasurer and Chief Financial Officer and Treasurer
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The Company does not have any employees. The Company's manager, RMR LLC, provides services that otherwise would be provided by employees. The Company's named executive officers are employees of RMR LLC. RMR LLC conducts the Company's day to day operations on the Company's behalf and compensates the Company's named executive officers, Messrs. Blackman and Kleifges, directly and in its sole discretion in connection with their services rendered to the Company and to RMR LLC. The Company does not pay its named executive officers salaries or bonuses or provide other compensatory benefits except for the grants of shares under the Company's 2009 Incentive Share Award Plan (the "Share Award Plan"), discussed below. NoneThe Company does not reimburse RMR LLC for compensation RMR LLC pays to the Company's named executive officers. Neither of the Company's named executive officers has an employment agreement with the Company. In addition, except for the restricted share grantaward agreements discussed below under "Change"Potential Payments upon Termination or Change in Control," noneneither of the Company's named executive officers has an agreement that becomes effectiveprovides for payments or benefits upon or in connection with his termination or a change in control of the Company. Although the Compensation Committee reviews and approves the Company's business management and property management agreements with RMR LLC, it is not involved in compensation decisions made by RMR LLC for its employees other than the employee serving as the Company's Director of Internal Audit. The Company's payments to RMR LLC are described in "Certain Related Person Transactions" beginning on page 3435 of this Proxy Statement. For information regarding the compensation paid toby RMR LLC and RMR Inc. and theirto the named executive officers of RMR Inc., please see the below "RMR LLC and RMR Inc. Compensation Practices" section and the documents filed by RMR Inc. with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and its Proxy Statement on Schedule 14A for its 20162017 Annual Meeting of Shareholders. RMR Inc.'s filings with the SEC are not incorporated by reference into this Proxy Statement.

Compensation Philosophy

The Company's compensation program for its executive officers consists of grants of shares under the Share Award Plan. The Compensation Committee believes that these share grants recognize the Company's executive officers' scope of responsibilities, reward demonstrated performance and leadership, motivate future performance and further align the interests of the executive officers with those of the Company's shareholders.

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Overview of 20152016 Compensation Actions

In September 2015,2016, the Chair of the Compensation Committee met with the Managing Trustees and the chairs of the compensation committees of the other public companies forto which RMR LLC provides management services. RMR LLC provides management services to the following public companies: the

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Company, HPT, SIR, SNH, FVE and TA. The purposes of this meeting were, among other things, to discuss compensation philosophy and factors that may affect compensation decisions, to consider the compensation payable to the Company's Director of Internal Audit (who provides services to the Company and to other companies managed byto which RMR LLC)LLC provides management services), to consider the allocation of internal audit and related services costs among the Company and other companies to which RMR LLC provides such services, to provide a comparative understanding of potential share grants by the Company and the other companies to which RMR LLC provides management services and to hear and consider recommendations from the Company's Managing Trustees concerning potential share grants. The share grants made by the other companies managed by RMR LLC are considered to be appropriate comparisons because of the similarities between certain services the Company requires from the Company's share grantees and the services provided by grantees providing similar services to these other companies. Subsequent to this meeting, the members of the Compensation Committee held a meeting at which the Committee Chair provided a report of the information discussed with the Managing Trustees and others, and made recommendations for share grants to the Company's named executive officers. The Compensation Committee then discussed these recommendations and other factors, including the following factors for the 20152016 share grants: (i) the value of the proposed share grants, (ii) the historical awards previously granted to each named executive officer and the corresponding values at the time of the grants, (iii) the recommendations of RMR LLC as presented by the Managing Trustees, (iv) the value of share grants to executive officers providing comparable services at the Other REITs and companies to which RMR LLC provides management services, (v) changes, if any, in the responsibilities assigned to, or assumed by, each named executive officer during the past year and on a going forward basis, (vi) the length of historical services by each named executive officer, (vii) the responsibilities of each named executive officer and changes in those responsibilities, (viii) the Compensation Committee's perception regarding the quality of the services provided by each named executive officer in carrying out those responsibilities and (ix) the Company's financial and operating performance in the past year and the Company's perceived future prospects. The Compensation Committee considered these multiple factors in determining whether to increase or decrease the amounts of the prior year's grants. There was no formulaic approach in the use of these various factors in determining the number of shares to award to each named executive officer. The share amounts were determined on a subjective basis, using the various factors in the Compensation Committee's sole discretion. The named executive officers did not participate in these meetings and were not involved in determining or recommending the amount or form of named executive compensation they receive from the Company.

Analysis of 2015 Grants2016 Awards under the Share Award Plan

Although the Company does not pay any cash compensation directly to its officers and has no employees, the Company has adopted the Share Award Plan to reward the Company's named executive officers and other RMR LLC employees who provide services to the Company and to foster a continuing identity of interest between them and the Company's shareholders. The Company awards shares under the Share Award Plan to recognize the named executive officers' scope of responsibilities, reward demonstrated performance and leadership, motivate future performance, align the interests of the Company's executives with those of the Company's other shareholders and motivate the executives to remain employees of the Company's manager and to continue to provide services to the Company through the term of the awards.

Under its charter, the Compensation Committee evaluates, approves and administers the Company's equity compensation plans, which currently consist solely of the Share Award Plan providing for the grants of Common Shares.Plan. The Compensation Committee has historically determined to use grants of restricted Common SharesShare awards under the Share Award Plan rather than stock options as equity compensation. Because the value of the Common

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Shares may be determined in part by reference to its dividend yield relative to market interest rates rather than by its potential for capital appreciation, the Company believes a conventional stock option plan might not provide appropriate incentives for management for a business like that of the Company, but a share grant plan may create a better identity of interests between management and other shareholders. Also, because the Company believes a stock option plan could have the potential to encourage excessive short-termshort term risk taking, the Company has historically granted restricted sharesshare awards rather than stock options.

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The Compensation Committee uses comparative information about the Other REITs managed by RMR LLC as additional data to help it determine whether it is awarding share amounts that are reasonable based on the characteristics of those REITs and their respective officers. The Compensation Committee also considers the size and structure of the Other REITs and other RMR LLC managed businesses, and the experience, length of service and scope of duties and responsibilities of the officers at these other companies to assess the appropriateness of the value of the share awards proposed for the Company's officers in light of the proposed awards for officers with comparable roles at the other companies. The Compensation Committee reviewed the compensation data regarding the Other REITs and their officers, together with the other factors discussed above, but the Compensation Committee did not undertake a detailed comparison of the named executive officers across the REITs or other companies managed by RMR LLC or assign weight to any particular characteristic of these other companies or their officers because the Compensation Committee determines the share amounts in its sole discretion on a non-formulaic basis. In 2015,2016, the Compensation Committee considered the foregoing factors and decided to award the same number of shares awarded to the Company's named executive officers as were awarded in 20142015, in accordance with the recommendation of the Company's Managing Trustees and the Chair of the Compensation Committee. The Compensation Committee also determined that it would be appropriate to provide that such share awards would vest upon the occurrence of certain corporate "change in control" or termination events. For more information on potential payments upon a change in control,such events, see page 50.49.

The Company determines the fair market value of the shares granted based on the closing price of the Company's Common Shares on the date of grant. The Compensation Committee has imposed, and may impose, vesting and other conditions on the granted Common Shares because it believes that time-basedtime based vesting encourages the recipients of the share awards to remain employed by RMR LLC and to continue to provide services to the Company. The Compensation Committee currently uses a vesting schedule under which one fifth of the shares vest immediately and the remaining shares vest in four equal, consecutive annual installments commencing on the first anniversary of the date of grant. The Compensation Committee utilizes a four-year time-basedfour year time based vesting schedule to provide an incentive to provide services for a long term and in consideration of the tax treatment of the share grants to the Company and to the recipients. In the event a recipient who has been granted a share award ceases to perform duties for the Company or ceases to be an officer or an employee of RMR LLC or any company that RMR LLC manages during the vesting period, the Company may cause the forfeiture of, or the Company may repurchase for nominal consideration, the Common Shares that have not yet vested. As with other issued Common Shares, vested and unvested shares awarded under the Share Award Plan are entitled to receive distributions that the Company makes, if any, on the Common Shares.

Because the consideration of share awards by the Compensation Committee and the Board is determined on a regular schedule (i.e., in September for the Company's officers and employees of RMR LLC and at the first meeting of the Board after the Annual Meeting of Shareholders for the Trustees), the proximity of any grants to earnings announcements or other market events, if any, is coincidental.

The Compensation Committee believes that its compensation philosophy and programs are designed to foster a business culture that aligns the interests of its named executive officers with those of its shareholders. The Compensation Committee believes that the equity compensation of its named executive officers is appropriate to the goal of providing shareholders dependable, long term returns.

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Say on Pay

The Company's current policy, consistent with the prior vote of the Company's shareholders, is to provide shareholders with an opportunity to approve, on an advisory basis, the compensation of named executive officers once every three years at the Annual Meeting of Shareholders. TheThis vote last such vote occurred at the Company's 2014 Annual Meeting of ShareholdersShareholders; accordingly, the Company is providing shareholders with an opportunity to approve the compensation of the named executive officers, and to vote on the next such vote is scheduledfrequency of future opportunities to occur at the Company's approve executive compensation, in this Proxy Statement. For more information, see Items 2 and 3 on page 51 and page 52 of this Proxy Statement, respectively.

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In evaluating the Company's compensation process for 2015,2016, the Compensation Committee generally considered the results of the most recent advisory vote of the Company's shareholders on the compensation of the executive officers named in the proxy statement for the Company's 2014 Annual Meeting of Shareholders. The Compensation Committee noted that more than 97% of votes cast by the Company's shareholders at the Company's 2014 Annual Meeting of Shareholders approved the compensation of the named executive officers as described in the proxy statement for the Company's 2014 Annual Meeting of Shareholders.that meeting. The Compensation Committee considered these voting results as supportive of the committee's general executive compensation practices, which continue to behave been consistently applied since that prior vote of the Company's shareholders on the Company's executive compensation.

RMR LLC and RMR Inc. Compensation Practices

As explained above, the Company's manager, RMR LLC, provides services that otherwise would be provided by employees, conducts the Company's day to day operations on the Company's behalf and compensates the Company's named executive officers, Messrs. Blackman and Kleifges, directly and in its sole discretion in connection with their services rendered to the Company and to RMR LLC. The Company does not pay its named executive officers salaries or bonuses or provide other compensatory benefits except for the grants of share awards under the Share Award Plan. The Company does not reimburse RMR LLC for compensation RMR LLC or RMR Inc. pays to the Company's named executive officers.

RMR LLC has advised the Company that in 2016 RMR LLC paid each of the Company's named executive officers cash compensation comprised of a fixed salary and a cash bonus. RMR LLC did not provide guaranteed cash bonuses to the Company's named executive officers during 2016 and did not set specific performance targets on which bonuses would be payable to them. Instead, the annual cash bonuses paid by RMR LLC to the Company's named executive officers in 2016 were discretionary in amount and were based on a performance evaluation conducted by the compensation committee of RMR Inc.

RMR Inc., the parent of RMR LLC, granted an award of 4,000 shares of Class A common stock of RMR Inc., with a grant date fair value of $151,360, to each of our named executive officers in 2016. One fifth of the shares awarded vested on the grant date and an additional one fifth vests on each of the next four anniversaries of the initial grant date, subject to the applicable named executive officer continuing to render significant services, whether as an employee or otherwise, to RMR LLC or a public client company managed by RMR LLC or their respective affiliates and to accelerated vesting under certain circumstances.

The Company's named executive officers are also officers and employees of RMR LLC and, as officers and employees of RMR LLC, also provide services to RMR LLC, RMR Inc. and other companies managed by RMR LLC and its subsidiaries. RMR LLC has informed the Company that the cash compensation paid by RMR LLC to the Company's named executive officers is for services provided by the officers to RMR LLC, RMR Inc., the Company and other companies managed by RMR LLC and its subsidiaries. RMR LLC has also informed the Company that it is not able to allocate with reasonable certainty or provide a reasonable estimate of the compensation paid by RMR LLC to our named executive officers for their services to the Company for a number of reasons:

•

Our management agreements with RMR LLC do not require individual executive officers to dedicate a specific amount of time to providing services to the Company under those agreements. RMR's officers and employees provide services on an as needed basis across RMR LLC, RMR Inc., the Company and all other companies managed by RMR LLC and its subsidiaries.



•

Our management agreements with RMR LLC do not require that a specified amount or percentage of the fees the Company pays to RMR LLC be allocated to the Company's executive officers.

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•

RMR LLC does not designate a specific amount of time that the Company's named executive officers must spend providing services to the Company or record the amount of time that the Company's named executive officers (or any other employee of RMR LLC) spend providing services to the Company.

For information regarding the compensation paid toby RMR LLC and RMR Inc. and theirto the named executive officers of RMR Inc., please see the documents filed by RMR Inc. with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and its Proxy Statement on Schedule 14A for its 20162017 Annual Meeting of Shareholders. RMR Inc.'s filings with the SEC are not incorporated by reference into this Proxy Statement.

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2015.2016.

		Barbara D. Gilmore,Chair John L. Harrington Jeffrey P. Somers

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is comprised entirely of the three Independent Trustees listed above. No member of the Compensation Committee is a current, or during 20152016 was a former, officer or employee of the Company. In 2015,2016, none of the Company's executive officers served (i) on the compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of the Company or (ii) on the board of directors or board of trustees of any entity that had one or more of its executive officers serving on the Compensation Committee of the Company. Members of the Compensation Committee serve as independent trustees or independent directors and compensation committee members of other public companies to which RMR LLC provides management services. Ms. Gilmore serves as an independent director of FVE and TA. Mr. Somers serves as an independent trustee of SIR, SNH and RIF. Mr. Harrington serves as an independent trustee of HPT, SNH and RIF. In addition, each of our Independent Trustees serves as a director of AIC. The disclosures regarding our relationships with these foregoing entities and certain transactions with or involving them under the section entitled "Certain Related Person Transactions" are incorporated by reference herein.

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The following tables narratives and footnotes discusssummarize the total compensation of the Company's President and Chief Operating Officer and the Treasurer and Chief Financial Officer during 2015,and Treasurer who arewere serving as such officers as of December 31, 2016, or the Company's named"named executive officers.officers". Neither of the Company's named executive officers is employed by the Company. The Company's manager, RMR LLC, provides services that otherwise would be provided by employees and employs and compensates the Company's named executive officers directly and in RMR LLC's sole discretion in connection with their services rendered to RMR LLC and to the Company. For information regarding the compensation paid by the Company to RMR LLC, please see the above "Related Person Transactions" section. For information regarding the compensation paid by RMR LLC and RMR Inc. and theirto the named executive officers of RMR Inc., please see the above "RMR LLC and RMR Inc. Compensation Practices" section and the documents filed by RMR Inc. with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and its Proxy Statement on Schedule 14A for its 20162017 Annual Meeting of Shareholders. RMR Inc.'s filings with the SEC are not incorporated by reference into this Proxy Statement. The Company does not pay the Company's named executive officers salaries or bonuses or provide other compensation or employee benefits except for the grantsawards of sharesCommon Shares under the Share Award Plan.

2015 Summary Compensation Table

Name and Principal Position		Year			Stock Awards ($)*			All Other Compensation ($)**			Total ($)				Year			Stock Awards ($)(1)			All Other Compensation ($)(2)			Total ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​
David M. Blackman		​	2015		$	110,880		$	23,995		$	134,785			​	2016		$	155,120		$	23,220		$	178,340
President and Chief Operating Officer		​	2014		​	162,960		​	20,726		​	183,686			​	2015		​	110,880		​	23,995		​	134,875
​		​	2013		​	141,660		​	19,522		​	161,182			​	2014		​	162,960		​	20,726		​	183,686
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mark L. Kleifges			2015			110,880			23,995			134,875				2016		$	155,120		$	23,220		$	178,340
Treasurer and Chief Financial Officer			2014			162,960			19,436			182,396
Chief Financial Officer and Treasurer																2015			110,880			23,995			134,875
			2013			141,660			15,480			157,140				2014			162,960			19,436			182,396
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*⁽¹⁾

Represents the grant date fair value of shares grantedCommon Share awards in 2016, 2015 2014 and 2013,2014, as applicable, compiled in accordance with FASB Accounting Standards Codification TopicASC 718 "Compensation—Stock Compensation," or ASC 718.(which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the grant). No assumptions arewere used in this calculation.

**⁽²⁾

Consists of cash distributions in the applicable year on unvested Common Shares received in connection with cash distributions the Company paid to all of the Company's shareholders. For 2015, the amount also includes $1,721, representing the fair value of the pro rata distribution the Company made of shares of class A common stock of RMR Inc. to the Company's shareholders on the date of distribution of those shares with respect to unvested Common Shares.

20152016 Grants of Plan Based Awards

Share awards granted by the Company to the named executive officers in 20152016 provide that one fifth of each award vestsvested on the date of grant date and an additional one fifth vests on each of the next four anniversaries of the grant date. Indate, subject to the event a recipient who has been granted a share award ceasesapplicable named executive officer continuing to perform duties for the Company or ceases to be an officer orrender significant services as an employee ofor otherwise, to the Company, RMR LLC or any company thatto which RMR LLC manages during theprovides management services or their respective affiliates and to accelerated vesting period, at the Company's option, the recipient shall forfeit or the Company may repurchase the Common Shares that have not yet vested for nominal consideration.under certain circumstances. Holders of vested and unvested sharesCommon Shares awarded under the Share Award Plan are eligible to receive distributions that the Company makes, if any, on its shares on the same terms as other holders of the Common Shares.

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The following table shows shares grantedthe total Common Shares awarded by us to the Company's named executive officers in 2015, including vested and unvested grants.2016.

Name		Grant Date			All Other Stock Awards: Number of Shares of Stock or Units (#)			Grant Date Fair Value of Stock and Option Awards*				Grant Date			All Other Stock Awards: Number of Shares of Stock or Units (#)			Grant Date Fair Value of Stock and Option Awards(1)
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David M. Blackman		​	9/2/2015		​	7,000		$	110,880			​	9/15/2016		​	7,000		$	155,120
Mark L. Kleifges			9/2/2015			7,000			110,880				9/15/2016			7,000			155,120
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*⁽¹⁾

Equals the number of sharesCommon Shares multiplied by the closing price on the date of the award grant, which is also the grant date fair value under ASC 718. No assumptions arewere used in this calculation.

20152016 Outstanding Equity Awards at Fiscal Year-EndYear End

					Stock Awards											Stock Awards
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Name		Year Granted			Number of Shares or Units of Stock That Have Not Vested (#)*			Market Value of Shares or Units of Stock That Have Not Vested ($)**					Year Granted			Number of Shares or Units of Stock That Have Not Vested (#)(1)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
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David M. Blackman		​	2015		​	5,600		$	88,872			​	2016		​	5,600		$	106,792
​		​	2014		​	4,200		​	66,654			​	2015		​	4,200		​	80,094
​		​	2013		​	2,400		​	38,088			​	2014		​	2,800		​	53,396
​		​	2012		​	1,200		​	19,044			​	2013		​	1,200		​	22,884
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Mark L. Kleifges			2015			5,600			88,872				2016			5,600		$	106,792
			2014			4,200			66,654				2015			4,200			80,094
			2013			2,400			38,088				2014			2,800			53,396
			2012			1,200			19,044				2013			1,200			22,884
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*⁽¹⁾

The sharesshare awards granted in 2016, 2015, were granted on September 2, 2015; the shares granted in 2014 were granted on September 12, 2014; the shares granted inand 2013 were granted on September 15, 2016, September 2, 2015, September 12, 2014 and September 13, 2013; and the shares granted in 2012 were granted on September 14, 2012. One fifth of shares granted in each of 2015, 2014, 2013, and 2012 vested on the grant date and one fifth vested or vests on each of the next four anniversaries of the grant date.respectively.

**⁽²⁾

Equals the number of sharesCommon Shares not vested multiplied by the closing price of the Company's Common Shares on December 31, 2015.30, 2016.

20152016 Stock Vested

The following table shows share grantsCommon Share awards made in 2016 and prior years to the Company's named executive officers that vested in 2015, including shares granted in prior years.2016.

		Stock Awards								Stock Awards
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Name		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)*					Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(1)
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David M. Blackman		​	6,400		$	100,630			​	6,600		$	149,578
Mark L. Kleifges			6,400			100,630				6,600			149,578
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*⁽¹⁾

Equals the number of sharesvesting Common Shares multiplied by the closing price on the 2015 dates of vesting of grants madedate that such Common Shares vested in 2015 and prior years.2016.

Potential Payments upon Termination or Change in Control

From time to time, the Company haswe have entered into arrangements with former employees of RMR LLC in connection with the termination of their employment with RMR LLC, providing for the acceleration of vesting of restricted sharesCommon Shares previously grantedawarded to them under the Share Award Plan. Although the

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of employment with RMR LLC, the Companywe may in the future provide on a discretionary basis for similar paymentsarrangements depending on various factors the Companywe then considersconsider relevant and if the Company believeswe believe it is in itsour best interests to do so.

On September 2, 2015, the Compensation Committee approved grants of 7,000 restricted Common Shares to Mr. David Blackman and 7,000 restricted Common Shares to Mr. Mark Kleifges. These grants were valued at $15.84 per Common Share, the closing price of the Common Shares on the NYSE on the date of grant and were made under the Share Award Plan. The form of share award agreement for each of these grantsawards made to our named executive officers provides for vesting of the restricted Common Shares in five equal annual installments beginning on the date of grant and acceleration of vesting of all restricted share grants (including those previously awarded)awards upon the occurrence of certain change ofin control or termination events with respect to the Company's business and property management agreements with RMR LLC (a(each, a "Termination Event").

The following table describes the potential payments to the Company'sour named executive officers upon a Termination Event, if such event had occurred, as of December 31, 2015.2016.

Name		Number of Shares Vested Upon Termination Event (#)			Value Realized on Termination Event as of December 31, 2015 ($)*				Number of Shares Vested Upon Termination Event (#)			Value Realized on Termination Event as of December 31, 2016 ($)(1)
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David M. Blackman		​	13,400		$	212,658			​	13,800		$	263,166
Mark L. Kleifges			13,400			212,658				13,800			263,166
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*⁽¹⁾

Equals the number of sharesCommon Shares multiplied by the closing price of the Company's Common Shares on December 31, 2015.30, 2016.

For a discussion of the consequences of a Termination Event under the Company's business and property management agreements with RMR LLC, see "Certain the above "Related Person Transactions" beginning on page 34 of this Proxy Statement.Transactions" section.

REPORT OF THE AUDIT COMMITTEE

In the course of the Audit Committee's oversight of the Company's financial reporting process, the committeeAudit Committee has: (i) reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2015;2016; (ii) discussed with Ernst & Young LLP, the Company's independent auditors, the matters required to be discussed under PCAOB Auditing Standard No. 16;1301; (iii) received the written disclosures and the letter from the auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors' communications with the Audit Committee concerning independence; (iv) discussed with the independent auditors their independence; and (v) considered whether the provision of non-audit services by the independent auditors is compatible with maintaining their independence and concluded that it is compatible at this time.

Based on the foregoing review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2016, for filing with the SEC.

		John L. Harrington,Chair Barbara D. Gilmore Jeffrey P. Somers

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ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (ITEM 2)

As required by Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from its shareholders to approve the compensation of its named executive officers as described in the "Compensation Discussion and Analysis" section beginning on page 42 and the "Executive Compensation" section beginning on page 48.

The Board recommends that shareholders vote FOR the following resolution:

RESOLVED: That the shareholders of the Company approve, on a nonbinding, advisory basis, the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the "Compensation Discussion and Analysis" in this Proxy Statement.

Because your vote is advisory, it will not be binding upon the Board or the Compensation Committee. However, the Board values shareholders' opinions and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

Approval of executive compensation requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at the 2017 Annual Meeting.

The Board of Trustees recommends a vote "FOR" the advisory vote to approve executive compensation.

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ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION (ITEM 3)

As required by Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from its shareholders to approve the frequency with which shareholders wish to have a non-binding advisory vote on the compensation of the Company's named executive officers; in other words, how often a proposal similar to this year's Item 2 will be included in the matters to be voted on at future Annual Meetings of Shareholders. The choices available under Section 14A of the Exchange Act are every year, every two years or every three years.

After consideration, the Board recommends that shareholders select every three years as the desired frequency for a non-binding advisory vote of shareholders on named executive officer compensation. The Board believes this frequency is appropriate because the executive compensation paid by the Company is comprised solely of awards of Common Shares under the Share Award Plan, and the Company does not expect to change its method of compensating its named executive officers and further does not expect that its approach to these awards will vary significantly from year to year. This frequency will encourage a long term analysis of the Company's compensation to its named executive officers, and will provide shareholders with sufficient time to evaluate the effectiveness of the Company's compensation policies and practices.

Because your vote is advisory, it will not be binding upon the Board or the Compensation Committee. However, the Board values shareholders' opinions and the Compensation Committee will take into account the outcome of the vote when considering the frequency with which the Company will seek future shareholder votes on the Company's executive compensation.

Approval of the frequency of future advisory votes to approve executive compensation requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at the 2017 Annual Meeting.

The Board of Trustees recommends a vote for every "THREE YEARS" as the frequency of future advisory votes to approve executive compensation.

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RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS (ITEM 2)4)

The Audit Committee has the sole authority and responsibility to hire, evaluate and, when appropriate, replace the Company'sour independent auditors and is directly responsible for the appointment, compensation and general oversight of the work of the independent auditors. The Audit Committee is responsible for approving the audit and permissible non-audit services provided by the independent auditors and the associated fees.

The Audit Committee evaluates the performance of the Company'sour independent auditors each year and determines whether to reengage the current independent auditors or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors and the auditors' technical expertise and knowledge of the Company'sour operations and industry. In connection with the mandated rotation of the independent auditors' lead engagement partner, the Audit Committee and its chair consider the selection of the new lead engagement partner identified by the independent auditors.

Based on this evaluation, the Audit Committee has appointed Ernst & Young LLP to serve as independent auditors for the fiscal year ending December 31, 2016.2017. Ernst & Young LLP has served as the Company'sour independent auditors since the Company's formation and is considered by management and the Audit Committee to be well qualified. Further, the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the independent registered public accounting firm is in the best interests of the Company and its shareholders.

The Audit Committee has determined to submit its selection of the independent auditors to the Company's shareholders for ratification. This vote will ratify prior action by the Audit Committee and will not be binding upon the Audit Committee. However, the Audit Committee may reconsider its prior appointment of the independent auditors or consider the results of this vote when it determines to appoint the Company'sour independent auditors in the future.

Audit Fees and All Other Fees

The following table shows the fees for audit and other services provided to the Companyus by Ernst & Young LLP for the fiscal years ended December 31, 20152016 and 2014.2015.

		2015 Fees*			2014 Fees				2016 Fees(1)			2015 Fees
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Audit Fees		$	787,849		$	1,201,184			$	1,033,915		$	790,523
Audit Related Fees			—			—				—			—
Tax Fees		​	19,800		​	18,500			​	20,800		​	19,800
All Other Fees			536			331				508			536
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

*⁽¹⁾

The amount of audit fees amount for 20152016 is based on the fees estimate provided by Ernst & Young LLP to and approved by the Audit Committee for services provided to the Companyus by Ernst & Young LLP, including in connection with the audit of the Company's 20152016 financial statements and internal control over financial reporting. The final amount of the fees for those services may vary from the estimate provided.

Audit Fees.    This category includes fees associated with the annual financial statements audit and related audit procedures, the audit of internal control over financial reporting, work performed in connection with any registration statements and any applicable Current Reports on Form 8-K and the review of any of the Company's Quarterly Reports on Form 10-Q.

​ GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement    53 ​GOVERNMENT PROPERTIES INCOME TRUST   2016 Proxy Statement    52

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Audit Related Fees.    This category consists of services that are reasonably related to the performance of the audit or review of financial statements and are not included in "Audit Fees." These services principally include due diligence in connection with acquisitions, consultation on accounting and internal control matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services.

Tax Fees.    This category consists of fees for tax services, including tax compliance, tax advice and tax planning.

All Other Fees.    This category consists of services that are not included in the above categories. The amounts for 2016 and 2015 reflect annual subscription fees for Ernst & Young LLP's online accounting research application.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee has established policies and procedures that are intended to control the services provided by the Company'sour independent auditors and to monitor their continuing independence. Under these policies, no services may be undertaken by theour independent auditors unless the engagement is specifically approved by the Audit Committee or the services are included within a category that has been approved by the Audit Committee. The maximum charge for services is established by the Audit Committee when the specific engagement or the category of services is approved. In certain circumstances, the Company'sour management is required to notify the Audit Committee when approved services are undertaken and the Audit Committee or its Chair may approve amendments or modifications to the engagement or the maximum fees. The Company'sOur Director of Internal Audit is responsible for reporting to the Audit Committee regarding compliance with these policies and procedures.

The Audit Committee will not approve engagements of the independent auditors to perform non-audit services for the Company if doing so will cause the independent auditors to cease to be independent within the meaning of applicable SEC or NYSENASDAQ rules. In other circumstances, the Audit Committee considers, among other things, whether the Company'sour independent auditors are able to provide the required services in a more or less effective and efficient manner than other available service providers and whether the services are consistent with the Public Company Accounting Oversight Board Rules.

All services for which the Company engaged its independent auditors in 20152016 and 20142015 were approved by the Audit Committee. The total fees for audit and non-audit services provided by Ernst & Young LLP in 20152016 and 20142015 are set forth above.above and include estimated fee amounts. The tax fees charged by Ernst & Young LLP during 20152016 and 20142015 were for tax compliance services, including those related to the Company's income tax returns for the fiscal years ended December 31, 20142015 and 2013,2014, respectively. The Audit Committee approved the engagement of Ernst & Young LLP to provide these non-audit services because it determined that Ernst & Young LLP providing these services would not compromise Ernst & Young LLP's independence and that the firm's familiarity with the Company'sour record keeping and accounting systems would permit the firm to provide these services with equal or higher quality, more efficiently and at a lower cost than the Company could obtain these services from other providers.

Other Information

The Company has been advised by Ernst & Young LLP that neither that firm, nor any member of the firm, has any material interest, direct or indirect, in any capacity in the Company or its subsidiaries.

One or more representatives of Ernst & Young LLP will be present at the 20162017 Annual Meeting. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

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Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at the 20162017 Annual Meeting. If shareholders fail to approve the proposal, the Board may reconsider its prior appointment of the independent auditors or consider the results of this vote when it determines to appoint the Company'sour independent auditors in the future.

The Board of Trustees recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as independent auditors.

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GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement    55

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OTHER INFORMATION

At this time, the Company knows of no other matters that will be brought before the meeting. If, however, other matters properly come before the meeting or any postponement or adjournment thereof, the persons named in the accompanying proxy card intend to vote the shares for which they have been appointed or authorized as proxy in accordance with their discretion on such matters to the maximum extent that they are permitted to do so by applicable law.

Jennifer B. Clark
Secretary

Newton, Massachusetts
February 19, 201623, 2017

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THANK YOU

Thank you for being a shareholder of
Government Properties Income Trust.

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AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern time on May 16, 2016.2017. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to submit your voting instructions. AUTHORIZE YOUR PROXY BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern time on May 16, 2016.2017. Have your proxy card in hand when you call and then follow the instructions. If the meeting is postponed or adjourned, the above times will be extended to 11:59 p.m. Eastern time on the day before the reconvened meeting. GOVERNMENT PROPERTIES INCOME TRUST TWO NEWTON PLACE 255 WASHINGTON STREET, SUITE 300 NEWTON, MA 02458C/O BROADRIDGE FINANCIAL SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 AUTHORIZE YOUR PROXY BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Government Properties Income Trust, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Government Properties Income Trust in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically by e-mail or over the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M99973-P73010E16668-P85577 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. GOVERNMENT PROPERTIES INCOME TRUST For Against AbstainTwo Years One Year Three Years For Withhold Abstain 1. Election of Trustees. ! ! For ! ! Against Abstain ! ! For ! Against ! Abstain Nominee (for Managing Trustee in Class II): Barry M. Portnoy Nominee (for Independent Trustee in Class I)II): John L. Harrington Nominee (for Managing Trustee in Class I): Adam D. Portnoy 2.Jeffrey P. Somers 3. Advisory vote on the frequency of future advisory votes to approve executive compensation. ! ! ! 4. Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 20162017 fiscal year. ! ! ! 2. Advisory vote to approve executive compensation. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THEALL NOMINEES FOR TRUSTEE IN PROPOSAL 1, FOR PROPOSALS 2 AND FOR4 AND THREE YEARS ON PROPOSAL 2.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROXIES, IN THEIR DISCRETION, ARE AUTHORIZED TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. ! For address changes, please check this box and write them on the back where indicated. (NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name, by authorized officer, indicating title. If a partnership, please sign in partnership name by authorized person, indicating title.) Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.1 The Board of Trustees Recommends a Vote FOR the Following Proposals.all Nominees for Trustee in Proposal 1, FOR Proposals 2 and 4 and THREE YEARS on Proposal 3.

 

GOVERNMENT PROPERTIES INCOME TRUST ANNUAL MEETING OF SHAREHOLDERS May 17, 2016,2017, 9:30 a.m., Eastern time Two Newton Place, 255 Washington Street, Suite 100 Newton, Massachusetts 02458 Upon arrival, please present photo identification at the registration desk. Please see the Proxy Statement for additional attendance instructions. The 20162017 Annual Meeting of Shareholders of Government Properties Income Trust will address the following items of business: 1. Election of the Trustees identifiednamed in the Proxy Statement to the Company's Board of Trustees; Advisory vote to approve executive compensation; Advisory vote on the frequency of future advisory votes to approve executive compensation; and 2. Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 20162017 fiscal year. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED2. 3. 4. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THEALL NOMINEES FOR TRUSTEE IN PROPOSAL 1, FOR PROPOSALS 2 AND FOR4 AND THREE YEARS ON PROPOSAL 2. M99974-P730103. E16669-P85577 GOVERNMENT PROPERTIES INCOME TRUST Two Newton Place, 255 Washington Street, Suite 300 Newton, MA 02458 Proxy Important Notice Regarding Internet Availability of Proxy Materials: The proxy materials for the 20162017 Annual Meeting of Shareholders of Government Properties Income Trust (the “Company”), including the Company’s annual report and proxy statement, are available on the internet. To view the proxy materials or authorize a proxy online or by telephone, please follow the instructions on the reverse side hereof. This proxy is solicited on behalf of the Board of Trustees of Government Properties Income Trust. The undersigned shareholder of the Company hereby appoints David M. Blackman, Jennifer B. Clark and Barry M.Adam D. Portnoy, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the 20162017 Annual Meeting of Shareholders of the Company to be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458 on May 17, 2016,2017, at 9:30 a.m., Eastern time, and any postponement or adjournment thereof, to cast on behalf of the undersigned all the votes that the undersigned is entitled to cast at the meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the proxy statement, which includes the notice of annual meeting2017 Annual Meeting of shareholders,Shareholders, each of which is incorporated herein by reference, and revokes any proxy heretofore given with respect to the meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS EXECUTED, BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR THEALL NOMINEES FOR TRUSTEE IN PROPOSAL 1, FOR PROPOSALS 2 AND FOR4 AND THREE YEARS ON PROPOSAL 2.3. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST BY THE PROXIES, IN THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. See reverse for instructions on how to authorize a proxy. (If you noted any Address Changes/Comments above, please mark the corresponding box on the reverse side.) V.1.1 Address Changes/Comments:

 

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