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GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement    1

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VOTING INFORMATIONTable of Contents

WE WANT TO HEAR FROM YOU – PLEASE VOTE TODAY

YourPlease vote is important.

ELIGIBILITY TO VOTE

You canto play a part in our Company's future. The Nasdaq Stock Market LLC (the "Nasdaq") rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote if you were a shareholder of record at the close of business on February 1, 2017.nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL				MORE INFORMATION		BOARD RECOMMENDATION		VOTES REQUIRED FOR APPROVAL
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1		Election of TrusteesTrustee		Page 1316		​✓FOR		Plurality of all votes cast*
2		Advisory VoteApproval of an amendment to Approve Executive Compensation**our Declaration of Trust to provide for the annual election of all Trustees		Page 5131		✓FOR		MajorityTwo-thirds of all votes entitled to be cast
3		Advisory Vote on the Frequency of Future Advisory Votesvote to Approve Executive Compensation*approve executive compensation**		Page 5233		THREE YEARS​✓    FOR		Majority of all votes cast
4		Approval of the Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan		Page 45		✓    FOR		Majority of all votes cast
5		Ratification of Independent Auditors*independent auditors**		Page 5349		​✓FOR		Majority of all votes cast
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*

TheOur Board has adopted a resignation policy pursuant to which an incumbent Trustee who fails to receive a majority of votes cast in an uncontested election will offer to resign from theour Board and, in such circumstance, theour Board will decide whether to accept or reject the resignation offer.

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Non-binding advisory vote.

You can vote in advance in one of three ways:

via the internet		Visitwww.proxyvote.com and enter your 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., Eastern time, on May 16, 201726, 2020 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., Eastern time, on May 16, 201726, 2020 to authorize a proxyBY TELEPHONE.TELEPHONE . You will need the 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., Eastern time, on the day before the reconvened meeting.

PLEASE VISIT:www.proxyvote.com

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



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

Important Note About Meeting Admission Requirements: If you plan to attend the meeting in person, see the answer toquestion 14 beginning on page 10 of "Questions and Answers" for important details on admission requirements.

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2    GOVERNMENT PROPERTIES INCOME TRUST         20172020 Proxy Statement    1

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PROXY SUMMARYTable of Contents

This summary highlights matters CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Review of Corporate Governance Policies and Shareholder Engagement

Last year, our Board announced that, in recognition of the relationship between corporate governance and long term performance, and as a result of engagement with and feedback from our shareholders, our Board was embarking on a review of the Company's corporate governance principles. Our Board expects that corporate governance reform will be a multi-year process and, as it weighs various alternatives, our Board is prioritizing its consideration based on a review of best practices and input from our shareholders. Based on these principles, last year our Board:

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amended our Bylaws to add a proxy access bylaw;



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amended our Bylaws to provide for consideration by shareholders at our 2017 Annual Meeting. You should read the entire Proxy Statement carefully before voting. Page references are supplieda plurality vote standard in contested elections;



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retained Korn Ferry, a leading executive search and consulting firm, to help you findidentify and evaluate candidates to refresh our Board; and



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reviewed and updated our governance guidelines to further informationdevelop the duties and responsibilities of the Lead Independent Trustee and to establish clear duties and responsibilities for the Chair of our Board.

Our Board is continuing to evaluate the Company's corporate governance principles and has established the following priorities and taken the following steps:

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conducting a shareholder outreach to all of our shareholders who hold 1% or more of our common shares, which resulted in meaningful engagements with more than 38.0% of our shareholders;



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engaging with Korn Ferry to identify and evaluate candidates to refresh our Board;



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asking shareholders in this Proxy Statement.

BOARD NOMINEES (page 16)

Shareholders are being askedStatement to elect the following two Trusteesapprove an amendment to our Company'sDeclaration of Trust to declassify our Board so that all of our Trustees will stand for election annually beginning with our 2023 annual meeting of shareholders; and



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enhancing our compensation and sustainability disclosure and reporting in response to shareholder feedback.

As our Board continues on the path to enhanced governance practices, we appreciate your support of our Board and these initiatives.

We are currently governed by an eight member Board of Trustees. Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds and effectively represent the long term interests of shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board actively evaluates its composition for several reasons, including to maintain the ratio of Independent Trustees to Managing Trustees, create more skill mix and diversity and ensure a smooth transition if and when a Trustee decides to retire or otherwise leaves our Board. Our Board believes that continuity is important to the effective conduct of our business and expects to engage in an ongoing refreshment process. To facilitate these efforts, in 2019 our Board retained Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee in:

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identifying and evaluating potential trustee candidates;

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creating an even playing field among candidates identified regardless of source;



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using the criteria, evaluations and references to prioritize candidates for consideration regardless of source; and



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assisting in attracting and vetting candidates.

Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board. Our Bylaws provide that the size of our Board shall be eight members until increased or decreased by our Board. Our Nominating and Governance Committee is assisted with its recruitment efforts by its ongoing engagement with Korn Ferry, which recommends candidates that satisfy our Board's criteria. They also provide research and pertinent information regarding candidates, as requested.

We follow the Investor Stewardship Group's ("ISG") Corporate Governance Framework for U.S. Listed Companies, as summarized below:

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 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, 2017. The Company's Audit Committee evaluates the performance of the Company's independent auditors and determines whether to reengage 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 these matters, the Audit Committee has appointed Ernst & Young LLP to serve as independent auditors for the fiscal year ending December 31, 2017.

GOVERNMENT PROPERTIES INCOME TRUST         20172020 Proxy Statement    3

Governance Highlights (page 26)Table of Contents

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:

Overview.    Our business strategy incorporates a focus on sustainable approaches to operating our properties in a manner that benefits our shareholders, tenants and the communities in which we are located. We seek to operate our properties in ways that improve the economic performance of their operations, while simultaneously managing energy and water consumption, as well as greenhouse gas emissions.

4    GOVERNMENT PROPERTIES INCOME TRUST     20172020 Proxy Statement

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Our environmental sustainability and community engagement strategies are primarily implemented by our manager, RMR LLC, and focus on a complementary set of objectives, including the following:

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Responsible Investment:During the acquisition of properties, RMR LLC assesses, among other things, environmental sustainability opportunities and climate related risks as part of the due diligence process. We also seek to invest capital in our properties that both improves environmental performance and enhances asset value.



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Environmental Stewardship:We seek to improve the environmental footprint of our properties, including by reducing energy consumption and water usage, especially when doing so may reduce operating costs and enhance the properties' competitive position. As a result of these ongoing efforts, our portfolio wide achievements include:



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certifying more than 6 million square feet across 40 properties through the Environmental Protection Agency's ("EPA") ENERGY STAR® program;



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being recognized in 2018 and 2019 as an ENERGY STAR® Partner of the Year in the energy management category;



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being recognized in 2020 as an ENERGY STAR® Sustained Excellence Partner of the Year in the energy management category;



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earning Green Star status on the Global Real Estate Sustainability Benchmark ("GRESB") for five consecutive years through 2019; and



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earning 2019 and 2020 Green Lease Leader Silver recognition from the Department of Energy Better Buildings Initiative and the Institute for Market Transformation.



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Corporate Citizenship:We seek to be a responsible corporate citizen and to strengthen the communities in which we own properties. We have no employees but our manager, RMR LLC, regularly encourages its employees to engage in a variety of charitable and community programs, including participation in a company-wide service day and a charitable giving matching program. RMR LLC also continuously invests in its workforce and in 2019 it received the Real Estate Management Excellence (REME) Award for Employee & Leadership Development from the Institute of Real Estate Management (IREM).



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Diversity:We value a diversity of backgrounds, experience and perspectives. Our Board is comprised of almost 40% women and we were ranked by the 2020 Women on Boards organization as a "Winning" company, the best ranking given by the organization. RMR LLC is an equal opportunity employer.

Our manager, RMR LLC, earned recognition in 2019 and 2020 as an ENERGY STAR® Partner of the Year in the Service and Product Provider category.

Sustainability Accounting Metrics.    The following disclosures are informed by the guidance of the Sustainability Accounting Standards Board ("SASB") Standards for Real Estate. To the extent an accounting metric, as defined by the SASB Standard, is not applicable to our portfolio or data to report on the applicable accounting metric is not available to us, we have not made any disclosure.

For the following disclosures, the assets are considered a single subsector property type ("office"), consistent with how these assets are presented in our other Securities and Exchange Commission ("SEC") filings. The information presented is as of December 31, 2019, unless otherwise noted or the context otherwise requires. Additionally, "Same Property" information includes properties owned continuously since January 1, 2018, inclusive of properties Select Income REIT ("SIR") owned immediately prior to the Company's acquisition of SIR on December 31, 2018 (the "SIR Merger") and which it had owned continuously since January 1, 2018 and which we have owned continuously since the SIR Merger.

2020 Proxy Statement    5

Table of Contents

I.

Energy management integration discussion (SASB Accounting Metric Code: IF-RE-130a.5).

RMR LLC deploys on our behalf energy management best practices, which include:

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ENERGY STAR® benchmarking;



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real-time energy monitoring;



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daytime and nighttime energy audits;



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Light Emitting Diodes (LED) lighting upgrades;



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annual energy engagement competitions;



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energy performance training for property operations teams;



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energy performance review for end-of-life heating, ventilation and air conditioning (HVAC) equipment replacements; and



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capital deployment dedicated to generating returns on energy efficiency upgrades.

As a result of these energy management efforts, we have reduced energy and water usage helping to generate both economic and environmental benefits.

Sections II, III and IV below provide SASB-aligned energy-related metrics.

II.

Energy consumption data coverage in square feet and as a percentage of Same Property floor area (SASB Accounting Metric Code: IF-RE-130a.1).

The following illustrates Same Property energy data available as compared to the total population of Same Property assets.

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III.

Total energy consumption and change in energy consumption for covered Same Property area (SASB Accounting Metric Codes: IF-RE-130a.2 and IF-RE-130a.3).

IV.

Percentage of eligible portfolio that (i) has obtained an energy rating and (ii) is certified to ENERGY STAR® (SASB Accounting Metric Code: IF-RE-130a.4).

83% of our Same Property assets are eligible to earn an ENERGY STAR® certification based on size, use profile and occupancy profile requirements established by the EPA. Energy ratings and certifications are performed using the EPA's Portfolio Manager online benchmarking tool.

V.

Water management integration discussion (SASB Accounting Metric Code: IF-RE-140a.4).

RMR LLC supports on our behalf water management practices that reduce operating costs as well as our impact on the consumption of natural resources. Water usage is managed by benchmarking water performance to establish a baseline and to measure performance improvements resulting from conservation measures. Benchmarking is performed through the EPA's ENERGY STAR® Portfolio Manager online platform.

Some cities and states in which we own properties require annual whole-building energy and water use disclosure. In these jurisdictions, RMR LLC engages with tenants to collect and report any direct tenant-paid energy and water consumption.

2020 Proxy Statement    7

Table of Contents

RMR LLC also routinely implements water efficiency and water use reduction projects, which include upgrades for indoor plumbing fixtures, low-flow water closets and urinals, low-flow flush valves, low-flow automatic faucet controls, low-flow faucet aerators and shower heads, water-efficient landscaping and cooling tower water management.

Sections VI and VII below provide SASB-aligned water-related metrics.

VI.

Water withdrawal data coverage in square feet and as a percentage of Same Property floor area and percentage in regions with High or Extremely High Baseline Water Stress (SASB Accounting Metric Codes: IF-RE-140a.1).

We have no properties with High or Extremely High Baseline Water Stress as defined by the World Resources Institute.¹

VII.

Total water withdrawn and percent change for Same Property area with data coverage (SASB Accounting Metric Codes: IF-RE-140a.2 and IF-RE-140a.3).

¹

https://www.wri.org/publication/aqueduct-country-and-river-basin-rankings

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VIII.

Description of approach to measuring, incentivizing, and improving sustainability impacts of tenants (SASB Accounting Metric Code: IF-RE-410a.3).

On our behalf, RMR LLC seeks to provide best-in-class property operations and healthy, efficient environments for our tenants and encourage continual engagement that promotes long-lasting relationships and sustainable behaviors.

RMR LLC has internal policies that govern environmentally responsible property operations. We also utilize green lease language, where possible, to promote mutual commitment to environmentally friendly practices and operational efficiencies with our tenants. These efforts earned us Green Lease Leader recognitions in 2015, 2016, 2017, 2019 and 2020.

RMR LLC prioritizes LEED certification and recertification projects by reviewing a variety of sustainability and leasing criteria such as high ENERGY STAR® scores and access to public transportation and near-by amenities. We believe that taking the initiative to submit for and attain LEED certification adds value to our properties and enhances tenant satisfaction, which reflects our commitment to environmental sustainability.

IX.

Area of properties located in FEMA Special Flood Hazard Areas or foreign equivalent, by property subsector (SASB Accounting Metric Code: IF-RE-450a.1).

Approximately 1,450,638 square feet of Same Property assets are located in FEMA Special Flood Hazard Areas (SFHA).

X.

Description of climate change risk exposure analysis, degree of systematic portfolio exposure, and strategies for mitigating risks. (SASB Accounting Metric Code: IF-RE-450a.2).

We define climate change resilience as our ability to anticipate, prepare for and recover from events related to climate change.

In preparation for and in response to property-level natural hazards, our manager, RMR LLC, utilizes dynamic geographic mapping tools which allows them to quickly assess the risk to our properties from the rapidly changing natural hazards related to coastal and river flooding.

In advance of a natural hazard event, resources are directed to properties identified as potentially impacted by our mapping tools. The resources made available include access to senior management and mobilization of equipment and personnel. Rapid response personnel may also be directed to properties after a weather event has occurred.

Properties susceptible to inundation from flood waters are evaluated routinely. The evaluation may include implementing tenant and local agency coordination protocols, property incident response plan reviews, insurance provider assessments and the implementation of physical protection elements, such as flood protection barriers.

Our portfolio strategy includes the development of hazard and vulnerability assessments of our properties and scenario planning and economic risk reviews over long term ownership periods.

2020 Proxy Statement    9

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

February 23, 2017

PROXY STATEMENT

The BoardTable of Trustees (the "Board") is furnishing this Proxy Statement to solicit proxies to be voted at the 2017 Annual Meeting of Shareholders (the "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 Wednesday, May 17, 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 2016 Annual Report on Form 10-K on or about February 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 2017 Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to it 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 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 1, 2017, there were 71,177,906 Common Shares issued and outstanding.

GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement    5

QUESTIONS AND ANSWERS

Proxy Materials and Voting Information

The proxy materials for the 2017 Annual Meeting include the Notice Regarding the Availability of Proxy Materials, Notice of 2017 Annual Meeting, this Proxy Statement and the Company's Annual Report on Form 10-K to shareholders for the fiscal year ended December 31, 2016 (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 2017 Annual Meeting: David M. Blackman, President and Chief Operating Officer; Jennifer B. Clark, Secretary; and 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 form 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, 2017 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 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

6    GOVERNMENT PROPERTIES INCOME TRUST 2017 Proxy Statement

instructions with the proxy voting materials. To authorize a proxy by telephone or internet, you will need the 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, 2017 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 Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Shareholders Call Toll Free: (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 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.

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

Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. Our day to day business is conducted by our manager, RMR LLC, and RMR LLC and our officers and Director of Internal Audit are responsible for incorporating risk management in their activities. Our Director of Internal Audit reports to our Audit Committee and provides us with advice and assistance with our risk management function.

In discharging their oversight responsibilities, our Board and Board committees review regularly a wide range of reports RMR LLC and other service providers provide, 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 us;



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reports on the security of our information technology processes and our data; and



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legal proceedings updates and reports on other business related matters.

Our Board and Board committees discuss these matters among themselves and with representatives of RMR LLC, our officers, our Director of Internal Audit, legal counsel, our independent auditors and other professionals, as appropriate.

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

Our Audit Committee considers risks related to cybersecurity and receives regular reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by our Company, including updates on the internal and external cybersecurity landscape and relevant technical developments.

Our Compensation Committee whose duties are detailed in its charter, among other duties, evaluates the performance of our Director of Internal Audit and RMR LLC's performance under our business and property management agreements, including any perceived risks created by compensation arrangements. Also, our Compensation Committee and our Board consider that we have a share award program that requires share awards to executive officers to vest over a period of years. We believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make longer term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect us 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 us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is subject to substantial limitations.

To learn more about the risks we face, you can review the matters discussed in Part I, "Item 1A. Risk Factors" and "Warning Concerning Forward-Looking Statements" in our Annual Report for the year ended December 31, 2019 (the "Annual Report"). The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Under the corporate governance listing standards of the Nasdaq and our governing documents, our Board has adopted a resignation policy pursuant to which an incumbent Trustee who fails to receivemust consist of a majority of votes castIndependent Trustees. Under our governing documents, Independent Trustees are Trustees who are not employees of RMR LLC, are not involved in an uncontested election will offerour day to resignday activities and who meet the qualifications for independence under the applicable rules of the Nasdaq and the SEC.

Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Trustees or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee's relationship with us, our 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, our Board has determined that Donna D. Fraiche, Barbara D. Gilmore, John L. Harrington, William A. Lamkin, Elena B. Poptodorova and in such circumstance, the Board will decide whether to accept or reject the resignation offer.