Table of Contents

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.    )

				Filed by the Registrant				Filed by a Party other than the Registrant

​		Check the appropriate box:						​
						Preliminary Proxy Statement
						CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
						Definitive Proxy Statement
						Definitive Additional Materials
						Soliciting Material under §.240.14a-12

Office Properties Income Trust

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

​		Payment of Filing Fee (Check the appropriate box):						​
						No fee required.
						Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
​	​	​	​	​	​	​	​	​
						(1) Title of each class of securities to which transaction applies:
​	​	​	​	​	​	​	​	​
						(2) Aggregate number of securities to which transaction applies:
​	​	​	​	​	​	​	​	​
						(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) :
​	​	​	​	​	​	​	​	​
						(4) Proposed maximum aggregate value of transaction:
​	​	​	​	​	​	​	​	​
						(5) Total fee paid:
						Fee paid previously with preliminary materials.
						Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
​	​	​	​	​	​	​	​	​
						(1) Amount Previously Paid:
​	​	​	​	​	​	​	​	​
						(2) Form, Schedule or Registration Statement No.:
​	​	​	​	​	​	​	​	​
						(3) Filing Party:
​	​	​	​	​	​	​	​	​
						(4) Date Filed:

Table of Contents

(PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION)

Notice of 2020 Annual Meeting
of Shareholders and Proxy Statement

             ,             ,Wednesday, May 27, 2020 at [9:9:30 a.m.], Eastern time

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

Table of Contents

Table of Contents

LETTER TO OUR SHAREHOLDERS FROM OUR
BOARD OF TRUSTEES

Dear Fellow Shareholders:

Please join us for our annual meeting on ,     ,Wednesday, May 27, 2020. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites shareholders' receipt of these important materials while lowering cost and reducing the environmental impact of our annual meeting.

Please be assured that our Board takes seriously our role in the oversight of our Company's long term business strategy, which is the best path to long term value creation for you, our shareholders. In 2019, some highlights of the implementation of our long term business strategy were:

•

successfully executing on our disposition plan, selling more than $950 million of assets;



•

improving our balance sheet, reducing leverage from 7.5x to 5.9x net debt/Adjusted EBITDA, below our target range of 6.0x to 6.5x;



•

reducing our capital expenditure costs by pruning our portfolio through our property sales;



•

entering into more than 2.9 million square feet of new and renewal leases with a weighted average roll up in rent of 4.2% and a weighted average lease term of 8.6 years;



•

being recognized as an ENERGY STAR® Partner of the Year in the energy management category and earning 2019 Green Lease Leader Silver recognition from the Department of Energy Better Buildings Initiative and the Institute for Market Transformation; and



•

reducing our energy consumption by 9.8 million kilowatt hours resulting in an expense savings of more than $976,000.

We also continue to make significant progress on our previously announced multiyear process of examining our fundamental governance policies. Shareholder engagement and feedback have been critical components of this re-examination. Last year we adopted a proxy access bylaw and amended our Bylaws to provide for a plurality vote standard in contested elections of our Trustees. This year, we are proposing that shareholders vote to amend our Declaration of Trust to provide for annual Trustee elections. We also have retained an executive search and consulting firm to help us identify and vet qualified and diverse board candidates so that we can refresh our Board and have revised our Say on Pay and sustainability disclosure in response to shareholder feedback. We discuss our continuing plans and progress in more detail in the accompanying Proxy Statement.

Since we began writing this letter to you, 2019 has been overshadowed by the COVID-19 pandemic and market tumult. With events and circumstances in constant flux, any commentary we give here may be outdated by the time you have the opportunity to read this letter. Instead, we simply want to assure you that we are vigilantly monitoring changing events and circumstances with an eye to managing for the global good, mitigating the negative impact on our business and best positioning us for stability and recovery when this crisis passes. As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the annual meeting may be held virtually solely by means of remote communication or via a live webcast. If we take this step, we will announce the decision to do so in advance, and we will provide details on how to participate in a press release and on our website atwww.opireit.com.

We thank you for your investment in Office Properties Income Trust and for the confidence you put in this Board to oversee your interests in our business.

         ,April 13, 2020

Table of Contents

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS OF OFFICE PROPERTIES INCOME TRUST

*

As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the annual meeting may be held virtually solely by means of remote communication or via a live webcast. If we take this step, we will announce the decision to do so in advance, and we will provide details on how to participate in a press release and on our website atwww.opireit.com.

Table of Contents

TABLE OF CONTENTS

Table of Contents

PROXY STATEMENT

Our Board of Trustees (our "Board") of Office Properties Income Trust (the "Company," "we," "us" or "our") is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2020 annual meeting of shareholders. Our annual meeting will be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458 on ,       ,Wednesday, May 27, 2020, at [9:9:30 a.m.], Eastern time, subject to any adjournments or postponements thereof (the "2020 Annual Meeting").* We are first making these proxy materials available to shareholders on or about ,April 13, 2020.

Only owners of record of common shares of beneficial interest of the Company ("Common Shares") as of the close of business on March 16, 2020, the record date for our 2020 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the record date. On March 16, 2020, there were 48,200,929 Common Shares issued and outstanding.

The mailing address of our principal executive offices is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

*

As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that our 2020 Annual Meeting may be held virtually solely by means of remote communication or via a live webcast. If we take this step, we will announce the decision to do so in advance, and we will provide details on how to participate in a press release and on our website atwww.opireit.com.

Table of Contents

PLEASE VOTE

Please vote to 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 on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR 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 26, 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 26, 2020 to authorize a proxyBY 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

•

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

•

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

         2020 Proxy Statement    1

Table of Contents

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

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:

•

amended our Bylaws to add a proxy access bylaw;



•

amended our Bylaws to provide for a plurality vote standard in contested elections;



•

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



•

reviewed and updated our governance guidelines to further develop 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:

•

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;



•

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



•

asking shareholders in this Proxy Statement to approve an amendment to our Declaration 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



•

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:

•

identifying and evaluating potential trustee candidates;

2         2020 Proxy Statement

Table of Contents

•

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



•

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



•

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:

         2020 Proxy Statement    3

Table of Contents

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         2020 Proxy Statement

Table of Contents

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:

•

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.



•

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:



o

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



o

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



o

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



o

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



o

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



•

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).



•

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:

•

ENERGY STAR® benchmarking;



•

real-time energy monitoring;



•

daytime and nighttime energy audits;



•

Light Emitting Diodes (LED) lighting upgrades;



•

annual energy engagement competitions;



•

energy performance training for property operations teams;



•

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



•

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.

6         2020 Proxy Statement

Table of Contents

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

8         2020 Proxy Statement

Table of Contents

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

Table of Contents

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:

•

reports on market and industry conditions;



•

operating and regulatory compliance reports;



•

financial reports;



•

reports on risk management activities;



•

regulatory and legislative updates that may impact us;



•

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



•

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.

10         2020 Proxy Statement

Table of Contents

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 must consist of a majority of Independent Trustees. Under our governing documents, Independent Trustees are Trustees who are not employees of RMR LLC, are not involved in our day to day 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 Jeffrey P. Somers currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents. In

         2020 Proxy Statement    11

Table of Contents

making these independence determinations, our Board reviewed and discussed additional information provided by us and the Trustees with regard to each of the Trustees' relationships with us, RMR LLC or The RMR Group Inc. ("RMR Inc."), the managing member of RMR LLC, and the other companies to which RMR LLC or its subsidiaries provide management services. Our Board has concluded that none of these six 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 Nasdaq and SEC standards.

Pursuant to our Governance Guidelines, our Independent Trustees are expected to meet at least twice per year in regularly scheduled meetings at which only Independent Trustees are present. Our Independent Trustees also meet separately with our officers, with our Director of Internal Audit and with our independent auditors. The presiding Trustee for purposes of leading Independent Trustee sessions will be the Lead Independent Trustee, unless the Independent Trustees determine otherwise.

In accordance with our governing documents, our Board is comprised of eight Trustees, including six Independent Trustees and two Managing Trustees, and our Board is currently divided into three classes, with each Trustee of each class elected at an annual meeting of shareholders serving for a term that continues until the third annual meeting of shareholders following his or her election and until his or her successor is elected and qualifies; however, our Board has approved an amendment to our Declaration of Trust to require the annual election of all Trustees beginning with the 2023 annual meeting of shareholders. If this amendment is approved by our shareholders at our 2020 Annual Meeting, beginning with the 2021 annual meeting of shareholders, the Trustees whose terms expire at an annual meeting will stand for election at the meeting for one-year terms and all Trustees will stand for election at the 2023 annual meeting of shareholders, and thereafter, for one-year terms. For more information on this amendment, see "Proposal 2: Approval of an Amendment to the Declaration of Trust to Provide for the Annual Election of All Trustees" on page 31.

All Trustees play an active role in overseeing our business both at our Board and committee levels. As set forth in our 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 as government officials and 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 our officers and advisers. Our Board is small, which facilitates informal discussions and communication from management to our Board and among Trustees.

On May 29, 2019, Adam D. Portnoy was appointed Chair of our Board. Our Board believes that Mr. Portnoy's leadership of RMR LLC and extensive familiarity with our day to day business provide valuable insight for our Board.

Six of our Trustees, including two of our Trustee nominees for election at our 2020 Annual Meeting, are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of our Audit Committee, Nominating and Governance Committee and Compensation Committee are independent under the applicable listing requirements and rules of the Nasdaq and other applicable laws, rules and regulations, including those of the SEC. As set forth in our governing documents, two of our Trustees are Managing Trustees, persons who have been employees, officers or directors of RMR LLC or who have been involved in our day to day activities for at least one year prior to his, her or their election as Trustees.

12         2020 Proxy Statement

Table of Contents

We have a Lead Independent Trustee who is selected annually by the vote of a majority of our Independent Trustees. Currently, Ms. Poptodorova serves as our Lead Independent Trustee. Our Lead Independent Trustee has well-defined, substantive responsibilities that include:

•

presiding at all meetings of our Board at which the Chair or a Managing Trustee is not present;



•

presiding at all meetings and executive sessions of the Independent Trustees;



•

having the authority to call meetings of the Independent Trustees or executive sessions of the Independent Trustees;



•

serving as the principal liaison between the Independent Trustees and the senior management team;



•

arranging, together with the Chair of our Board, for appropriate information (including quality and quantity) to be timely provided to our Board and the Independent Trustees;



•

assisting our Compensation Committee in its annual evaluation of the performance of the Company's management and of our manager, RMR LLC;



•

assisting with setting Board meeting agendas and arranging meeting schedules, including to ensure that there is sufficient time for discussion of all agenda items;



•

considering suggestions for meeting agenda items from other Independent Trustees;



•

authorizing the retention of advisors and consultants who report directly to the Independent Trustees when appropriate; and



•

if requested, and in coordination with the Chair of our Board and the Company's management, being reasonably available for consultation and direct communication with shareholders.

Our Board is committed to corporate governance that promotes the long term interests of our shareholders. Our Board has established Governance Guidelines that provide a framework for effective governance. Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

We have also adopted a Code of Business Conduct and Ethics (the "Code") to, among other things, provide guidance to our Trustees and officers and RMR LLC, its officers and employees and its parent's and subsidiaries' directors, trustees, officers and employees to ensure compliance with applicable laws and regulations.

Our Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Audit Committee, Compensation Committee and Nominating and Governance Committee each have adopted a written charter, and reviews its written charter on an annual basis to consider whether any changes are required.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code and information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code and how to communicate with our Trustees. To access these documents on our website visitwww.opireit.com.

Our 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 our Board. In such

         2020 Proxy Statement    13

Table of Contents

circumstance, our Nominating and Governance Committee will make a recommendation to our Board on whether to accept or reject the resignation offer, or whether other action should be taken. Our Board will act on the resignation offer taking into account the recommendation of our Nominating and Governance Committee and make its decision within 90 days following the certification of the election results.

Our Insider Trading Policies and Procedures expressly prohibits members of our Board and our officers from engaging in hedging transactions involving our securities and those of RMR Inc. or any other public company to which RMR LLC or its affiliates provide management services.

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 our Nominating and Governance Committee, c/o Office Properties Income Trust, Secretary, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@opireit.com. Any such recommendation should include a description of the candidate's qualifications for Board service, the candidate's written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the candidate for more information. Our 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 our Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

A shareholder, or a group of up to 20 shareholders, owning at least three percent of the outstanding Common Shares continuously for at least three years may utilize our proxy access bylaw to nominate and include in our proxy materials Trustee candidate(s) for election at an annual meeting of shareholders provided that the shareholder(s) and the nominee(s) satisfy the informational, documentation and other requirements specified by Section 2.18 of our Bylaws.

Shareholders seeking to nominate one or more individuals as a Trustee candidate without relying on our proxy access bylaw must comply with the advance notice requirements for shareholder nominations set forth in Section 2.14 of 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.

Our 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, Office Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@opireit.com.

Deadline to Submit Proposals pursuant to Rule 14a-8 for the 2021 Annual Meeting of Shareholders: Shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") must be received at our principal executive offices on or before ,December 14, 2020 in order to be eligible to be included in the proxy statement for the 2021 annual meeting of shareholders; provided, that, if the date of the 2021 annual meeting of shareholders is more than 30 days before or after ,May 27, 2021, such a proposal must be submitted within a reasonable time before we begin to print itsour proxy materials. Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials in certain circumstances or if conditions specified in the rule are not met.

14         2020 Proxy Statement

Table of Contents

Deadline to Submit Trustee Proxy Access Nominations for the 2021 Annual Meeting of Shareholders: Under our proxy access bylaw, a shareholder or a group of up to 20 shareholders owning at least three percent of our outstanding Common Shares continuously for at least three years may nominate and include in our proxy materials for the 2021 annual meeting of shareholders Trustee nominees constituting up to the greater of two nominees or 20% of the number of Trustees on our Board that holders of our Common Shares are entitled to elect; provided, that if we have a classified Board of less than nine Trustees, such number of Trustee nominees will be reduced so that for the 2021 annual meeting of shareholders it does not exceed one-half of the number of Trustees to be elected at the 2021 annual meeting of shareholders as noticed by us rounded down to the nearest whole number (but not rounded down as a result of this proviso to less than one); provided further that the shareholder(s) and nominee(s) satisfy the informational, documentation and other requirements specified by Section 2.18 of our Bylaws. Notice of a proxy access nomination for consideration at our 2021 annual meeting of shareholders must be received at our principal executive offices not later than 5:00 p.m., Eastern time, on ,December 14, 2020 and not earlier than ,November 14, 2020.

Deadline to Submit Other Nominations and Proposals for the 2021 Annual Meeting of Shareholders under our Bylaws: To be timely, shareholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act and outside of the proxy access bylaw at the 2021 annual meeting of shareholders must be received by our Secretary at our principal executive offices, in accordance with the requirements of our Declaration of Trust and Bylaws, not later than 5:00 p.m., Eastern time, on ,December 14, 2020 and not earlier than ,November 14, 2020; provided, that, if the date of the 2021 annual meeting of shareholders is more than 30 days earlier or later than ,May 27, 2021, 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 2021 annual meeting of shareholders is mailed or otherwise made available or (ii) public announcement of the date of the 2021 annual meeting of shareholders is first made by us. Shareholders making such a nomination or proposal must comply with the advance notice and other requirements set forth in our Declaration of Trust and Bylaws, which include, 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.

The foregoing description of the deadlines and other requirements for shareholders to submit a nomination for election to our Board or a proposal of other business for consideration at an annual meeting of shareholders is only a summary and is not a complete listing of all requirements. Copies of our Declaration of Trust and Bylaws, including the requirements for proxy access or other shareholder nominations and other shareholder proposals, may be obtained by writing to our Secretary at Office 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 proposal should carefully review and comply with those provisions.

         2020 Proxy Statement    15

Table of Contents

PROPOSAL 1: ELECTION OF TRUSTEES

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Donna D. Fraiche and Jeffrey P. Somers as Independent Trustees in Class II and David M. Blackman as a Managing Trustee in Class II. Ms. Fraiche and Messrs. Somers and Blackman currently serve on our Board. If elected, each of Ms. Fraiche and Messrs. Somers and Blackman would serve until the Company's 2023 annual meeting of shareholders and until his or her successor is duly elected and qualifies, subject to the individual's earlier death, resignation, retirement, disqualification or removal.

We expect each nominee 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 our Board.

Trustee Criteria, Qualifications, Experience and Tenure

Our Board performs an assessment of the skills and the experience needed to properly oversee the interests of the Company. Generally, our Board reviews both the short and long term strategies of the Company to determine what current and future skills and experience are required of our Board in exercising its oversight function and in the context of the Company's strategic priorities. Our Nominating and Governance Committee and our Board consider the qualifications, characteristics and skills of Trustees and Trustee candidates individually and in the broader context of our Board's overall composition when evaluating potential nominees for election as Trustee. Our Nominating and Governance Committee and our Board also received input from an executive search and consulting firm, Korn Ferry, in considering the qualifications of, and evaluating, potential nominees.

Our Board believes that its members should:

In addition, our Board has determined that our Board, as a whole, should strive to have the right mix of characteristics and skills necessary to effectively perform its oversight responsibilities. Our Board believes that Trustees with one or more of the following professional skills or experiences can assist in meeting this goal:

16         2020 Proxy Statement

Table of Contents

A plurality of all the votes cast is required to elect a Trustee at our 2020 Annual Meeting.

The names, principal occupations and certain other information and the nominees for Trustees, as well as a summary of the key experiences, qualifications, attributes and skills that led our Nominating and Governance Committee and our Board to conclude that such persons are currently qualified to serve as Trustees, are set forth on the following pages. We have also included a chart that covers the assessment for our full Board.

Our Board of Trustees recommends a vote "FOR" the election of all Trustee nominees.

         2020 Proxy Statement    17

Table of Contents

18         2020 Proxy Statement

Table of Contents

         2020 Proxy Statement    19

Table of Contents

20         2020 Proxy Statement

Table of Contents

         2020 Proxy Statement    21

Table of Contents

22         2020 Proxy Statement

Table of Contents

         2020 Proxy Statement    23

Table of Contents

24         2020 Proxy Statement

Table of Contents

Our executive officers serve at the discretion of our Board. There are no family relationships among any of our Trustees or executive officers.

         2020 Proxy Statement    25

Table of Contents

BOARD COMMITTEES

26         2020 Proxy Statement

Table of Contents

BOARD MEETINGS

In 2019, our Board held 8 meetings. In 2019, each Trustee attended 75% or more of the aggregate of all meetings of our Board and the committees on which he, she or they served. All of the Trustees attended last year's annual meeting of shareholders. Our policy with respect to Board members' attendance at meetings of our Board and annual meetings of shareholders can be found in our Governance Guidelines, the full text of which appears at our website,www.opireit.com.

TRUSTEE COMPENSATION

Our Board believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Trustees. On May 29, 2019, after conducting a market review with respect to leading companies of similar size to us as well as an industry peer group and other companies managed by RMR LLC or its subsidiaries, upon the recommendation of our Compensation Committee, our Board approved our compensation arrangements for our Independent Trustees, including eliminating meeting fees with respect to meetings of our Board and its committees in favor of annual retainers, which our Board believes is consistent with market practice.

Under the currently effective Trustee compensation arrangements, each Independent Trustee receives an annual fee of $75,000 for services as a Trustee. Each Independent Trustee who serves as a committee chair of our Audit Committee, Compensation Committee or Nominating and Governance Committee also receives an additional annual fee of $17,500, $12,500 and $12,500, respectively, and our Lead Independent Trustee also receives an additional annual cash retainer fee of $15,000 for serving in this role. Trustees are reimbursed for travel expenses they incur in connection with their duties as Trustees and for out of pocket costs they incur in connection with their attending certain continuing education programs.

Each Independent Trustee and Managing Trustee also receives an award of Common Shares annually, which was 3,000 Common Shares in 2019. Managing Trustees do not receive cash compensation for their services as Trustees.

Our Board believes it is important to align the interests of Trustees with those of our shareholders, and for Trustees to hold equity ownership positions in the Company. Accordingly, each Trustee is expected to retain at least 20,000 Common Shares within five years following: (i) if elected by shareholders, the annual meeting of shareholders of the Company at which such Trustee was initially elected, or (ii) if appointed by our Board, the first annual meeting of shareholders of the Company following the initial appointment of such Trustee to our Board. Compliance with these ownership guidelines is measured annually. Solely for purposes of determining compliance with these ownership guidelines, common shares of the Company owned as of immediately prior to our one-for-four reverse share split effected on December 31, 2018, by Trustees who were serving as our Trustees or trustees of SIR as of immediately prior to SIR's merger with and into a subsidiary of the Company on December 31, 2018, and which shares are owned continuously thereafter through the end of the applicable compliance measurement period, will not be adjusted to give effect to that reverse share split. Any Trustee who is prohibited by law or by applicable regulation of his, her or their employer from owning equity in the Company is exempt from this requirement. Our Nominating and Governance Committee may consider whether exceptions should be made for any Trustee on whom this requirement could impose a financial hardship.

As of March 16, 2020, all Trustees have met or, within the applicable period, are expected to meet, these share ownership guidelines.

         2020 Proxy Statement    27

Table of Contents

The following table details the total compensation of the Trustees for the year ended December 31, 2019 for services as a Trustee.

28         2020 Proxy Statement

Table of Contents

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

The following table sets forth information regarding the beneficial ownership of the outstanding Common Shares by each Trustee nominee, each Trustee, each of our named executive officers and our Trustees, Trustee nominees, named executive officers and other executive officers as a group, all as of March 16, 2020. Unless otherwise noted, to our knowledge, voting power and investment power in the Common Shares are exercisable solely by the named person and the principal business address of the named person is c/o Office Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

         2020 Proxy Statement    29

Table of Contents

Set forth in the table below is information about the number of Common Shares held by persons we know to be the beneficial owners of more than 5.0% of the outstanding Common Shares.

30         2020 Proxy Statement

Table of Contents

PROPOSAL 2:  APPROVAL OF AN AMENDMENT TO OUR DECLARATION OF TRUST TO PROVIDE FOR THE ANNUAL ELECTION OF ALL TRUSTEES

Our Board has unanimously approved, and we are seeking shareholder approval for, an amendment to our Declaration of Trust to provide for the annual election of all Trustees. Our Declaration of Trust currently provides for a Board divided into three classes of Trustees, with each class elected for a three-year term.

Our Board's consideration of whether to declassify our Board was undertaken as part of the efforts of our Board to improve and enhance our Board's corporate governance practices to ensure that they are aligned with the continuing evolution of best practices in corporate governance and in response to shareholder feedback in connection with our proactive shareholder outreach program. Our Board considered the advantages and disadvantages of maintaining the classified Board structure compared with providing for an annual election of Trustees. Our Board recognized that the classified structure benefits shareholders by promoting continuity and stability in the management of the business and affairs of the Company and encouraging Trustees to take a long term perspective. Although our Board continues to believe that these are important benefits, our Board has considered the fact that many shareholders view classified boards as having the effect of reducing the accountability of our Trustees to our shareholders because shareholders are unable to evaluate and elect all Trustees on an annual basis. Our Board also recognized the growing sentiment among shareholders and the investment community in favor of annual elections, and that many institutional investors believe that the election of trustees is the primary means for shareholders to influence corporate governance policies and to hold management accountable for implementing those policies. After carefully weighing these and other factors, our Board has determined that it is in the best interests of our Company to declassify our Board and recommends that shareholders approve the proposed amendment to the Declaration of Trust to effectuate the declassification.

The proposed amendment to our Declaration of Trust would eliminate the classification of our Board over a three-year period beginning at the 2021 annual meeting of shareholders as follows:

•

At the 2021 annual meeting of shareholders, we would elect Class III Trustees, the class whose term expires at that meeting to one-year terms;



•

AAt the 2022 annual meeting of shareholders, we would elect Class I and Class III Trustees to one-year terms; and



•

AAt the 2023 annual meeting of shareholders and at all future annual meetings, we would elect all Trustees to one-year terms and our Board will no longer be classified.

The proposed amendment would not affect the existing terms of our Trustees (including the Trustee nominees to be elected at our 2020 Annual Meeting and prior to the 2023 annual meeting of shareholders, any Trustee elected to fill a vacancy resulting from death, resignation, retirement, disqualification or removal of an existing Trustee will hold office for the same remaining term as that of his or her predecessor), and the Trustee nominees for election at our 2020 Annual Meeting will still be elected for three-year terms, even if the proposed amendment is approved. If this proposal is not approved, then our Board will remain classified and our Trustees will continue to be elected to serve three-year terms, subject to their earlier death, resignation, retirement, disqualification or removal.

Set forth immediately below is the text of the amendment proposed by our Board to Section 5.2.2 of our Declaration of Trust, marked to show the changes proposed. Words that are in bold and double underlined are proposed to be added and words that are crossed out are proposed to be deleted.

Annual meetings of Shareholders shall be held as specified in the Bylaws. The Trustees are and shall remain divided into three classes until the Trust's annual meeting of

         2020 Proxy Statement    31

Table of Contents

shareholders of the Trust held in calendar year 2023 (the "2023 Annual Meeting"). The terms of the Trustees shall be determined as follows: (i) at the annual meeting of shareholders of the Trust that is held in calendar year 2020 (the "2020 Annual Meeting"), the Trustees whose terms expire at the 2020 Annual Meeting (or such Trustees' successors) shall be elected to hold office for three-year terms expiring at the 2023 Annual Meeting; (ii) at the annual meeting of shareholders of the Trust that is held in calendar year 2021 (the "2021 Annual Meeting"), the Trustees whose terms expire at the 2021 Annual Meeting (or such Trustees' successors) shall be elected to hold office for one-year terms expiring at the annual meeting of shareholders of the Trust that is held in calendar year 2022 (the "2022 Annual Meeting"); (iii) at the 2022 Annual Meeting, the Trustees whose terms expire at the 2022 Annual Meeting (or such Trustees' successors) shall be elected to hold office for one-year terms expiring at the 2023 Annual Meeting; and (iv) at the 2023 Annual Meeting, and at each annual meeting of shareholders of the Trust thereafter, all Trustees shall be elected to hold office for one-year terms expiring at the next annual meeting of shareholders following his or her election. For the avoidance of doubt, each Trustee elected or appointed to the Board of Trustees to serve a term that commenced before the 2021 Annual Meeting (an "Existing Trustee"), and each Trustee elected or appointed to the Board of Trustees to fill a vacancy resulting from the death, resignation or removal of an Existing Trustee, shall serve for the full term to which the Existing Trustee was elected or appointed.The Trustees shall be classified, with respect to the time for which they severally hold office, into the following three classes (each a "Class"): Class I, whose term expires at the initial annual meeting; Class II, whose term expires at the next succeeding annual meeting after the initial annual meeting (the "second annual meeting"); and Class III, whose term expires at the next succeeding annual meeting after the second annual meeting. Each Class shall consist of at least one Trustee. At each annual meeting beginning with the initial annual meeting, the successors of the Class of Trustees whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting held in the third year following the year of their election, with each Trustee holding office until the expiration of the term of the relevant Class and the election and qualification of his or her successor, or until he or she sooner dies, resigns, retires, or is disqualified or removed from office. The Trustees shall assign by resolution Trustees to each of the three Classes. The Trustees also may determine by resolution those Trustees in each Class that shall be elected by shareholders of a particular class or series of Shares. If the number of Trustees is changed, any increase or decrease shall be apportioned among the Classes by resolution of the Trustees.

Approval of an Amendment to our Declaration of Trust to provide for the annual election of our Trustees requires the affirmative vote of two-thirds of all votes entitled to be cast, in person or by proxy, at our 2020 Annual Meeting.

Our Board of Trustees recommends a vote "FOR" the proposal to amend the Declaration of Trust to provide for the annual election of all Trustees.

32         2020 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

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 34 and the "Executive Compensation" section beginning on page 41.

Our Board recommends that shareholders vote "FOR" the following resolution:

RESOLVED: That the shareholders of the Company approve, on a non-binding, advisory basis, the compensation paid by the Company 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 our Board or Compensation Committee. However, our Board values shareholders' opinions and our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

Approval of the advisory vote to approve executive compensation requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at our 2020 Annual Meeting.

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

         2020 Proxy Statement    33

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Our compensation structure is unique because of our relationship with our manager, RMR LLC. Our business management agreement with RMR LLC is designed to incentivize RMR LLC to provide the highest quality services to us. RMR LLC's base business management fee is paid based on the lower of the historical cost of our properties and our market capitalization. RMR LLC may earn an incentive management fee based on the three year total return of our Common Shares relative to an index of our peers. Because they are employees of RMR LLC and not the Company, RMR LLC, and not the Company, determines the cash compensation payable to our named executive officers. We do not reimburse RMR LLC for compensation RMR LLC paid or pays to our executive officers and our management agreements with RMR LLC do not require RMR LLC to allocate or pay a specific amount or percentage of RMR LLC's management fees to the named executive officers or require those officers to dedicate a specified amount of their time to our business. In response to feedback in connection with our shareholder engagement program, we have endeavored to better explain to our shareholders these arrangements with RMR LLC and to help our shareholders understand that disclosure of cash compensation to our named executive officers would not reflect actions or considerations by our Compensation Committee. Based on our shareholder engagement, our Compensation Committee believes that past concerns regarding shareholder approval of Say on Pay was disclosure related and is addressed by this year's enhanced disclosure. For purposes of this "Compensation Overview" section, we have elected to include Mr. Bilotto's compensation received in 2019 in our discussion regarding our compensation structure and the compensation paid to our named executive officers in 2019, even though Mr. Bilotto was not a named executive officer in 2019. Mr. Bilotto became an executive officer of the Company on March 2, 2020.

RMR LLC and RMR Inc. Compensation Practices. In order to enable the Company's shareholders to make an informed Say on Pay decision, RMR LLC has provided the following information about the compensation it paid in 2019 to our named executive officers for services provided by those officers to RMR LLC, the Company and other companies managed by RMR LLC or its subsidiaries:

•

The portion of the management fee that is allocated to named executive officer compensation paid by RMR LLC



•

Of this named executive officer compensation, the breakdown of base salary vs. cash bonus



•

The metrics RMR LLC uses to evaluate performance to determine the named executive officers' cash bonuses

Our named executive officers are or were also officers and employees of RMR LLC and, as officers and employees of RMR LLC, also provide or provided services to RMR LLC and other companies managed by RMR LLC or its subsidiaries. RMR LLC has informed us that the cash compensation paid by RMR LLC to our named executive officers is for services provided by the officers to RMR LLC, the Company and other companies managed by RMR LLC or its subsidiaries. RMR LLC has also informed us 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 us for a number of reasons, including that:

•

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

34         2020 Proxy Statement

Table of Contents

•

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

Summary of 2019 Named Executive Officer Compensation.

•

RMR LLC has advised us that in 2019 RMR LLC paid each of our named executive officers cash compensation for services provided by the officers to us, RMR LLC, RMR Inc., the Company and other companies managed by RMR LLC or its subsidiaries, which cash compensation was comprised of a base salary and a discretionary cash bonus. With respect to 2019, the named executive officers received aggregate base salary payments of $833,943 and aggregate cash bonuses of $2,475,000 from RMR LLC. These amounts collectively represent 4.7% of the aggregate management fees and reimbursements we paid to RMR LLC for 2019. On an aggregated basis, the named executive officers received 25% of their total cash compensation in the form of base salary payments and the remaining 75% in the form of discretionary cash bonuses.



•

RMR LLC did not provide guaranteed cash bonuses to our named executive officers during 2019 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 our named executive officers in 2019 were discretionary in amount and were based on a performance evaluation conducted by certain members of RMR LLC's Executive Operating Committee and presented to the compensation committee of RMR Inc.



•

RMR Inc. in 2019 awarded 5,000 shares of Class A common stock of RMR Inc., with a grant date fair value of $229,950, to Mr. Blackman; 1,000 shares of Class A common stock of RMR Inc., with a grant date fair value of $45,990, to Mr. Brown; and 500 shares of Class A common stock of RMR Inc., with a grant date fair value of $22,995, to Mr. Bilotto.



•

A list of specified peer companies was considered to develop appropriate compensation packages for the named executive officers.

Named Executive Officer Compensation Philosophy and Process.

The key principle of RMR LLC's compensation philosophy for all employees, including our named executive officers, is to pay for performance. RMR LLC maintains a rigorous and thorough talent and compensation review process to ensure that its employees are in appropriate roles that maximize their full potential. This process also ensures that there is strong leadership guiding employees and that there is a succession and development plan for each role. RMR LLC's goal is to make employee and leadership development an integral part of its culture, supporting each employee and the continued success of RMR LLC, RMR Inc., the Company and other companies managed by RMR LLC or its subsidiaries.

RMR LLC's named executive officer compensation planning process incorporates key areas of evaluation, including:

•

external market data;



•

internal benchmarking; and



•

quantitative and qualitative assessments of Company, group and individual performance.

Named Executive Officer Compensation Practices. RMR LLC's pay for performance compensation philosophy is reflected in its compensation practices:

•

No guaranteed salary increases or cash bonuses



•

No specific performance targets on which bonuses would be paid

         2020 Proxy Statement    35

Table of Contents

•

No specific incentive or additional performance awards for growing assets under management or for exceeding return benchmarks



•

No excessive perquisites



•

No tax gross-ups



•

Annual assessment of named executive officer compensation against peer companies and best practices



•

Holistic performance evaluations



•

Annual salary cap

Components of the Named Executive Officers' Compensation. RMR LLC's compensation program includes both a base salary and a cash bonus. The cash bonuses RMR LLC pays to our named executive officers are discretionary in amount and are based on a performance evaluation. The evaluation involves an analysis of both (i) the overall performance of RMR LLC, RMR Inc., the Company and other companies managed by RMR LLC or its subsidiaries, and (ii) the performance of the individual officer and his, her or their contributions, and services provided, to RMR LLC, RMR Inc., the Company and other companies managed by RMR LLC or its subsidiaries. RMR LLC believes this evaluation process allows RMR LLC to link pay with performance in the closest way possible and provide RMR LLC with the flexibility necessary to take all relevant factors into account in determining the bonus amounts, including the named executive officer's ability to react to changing circumstances that impact the businesses of RMR LLC, RMR Inc., the Company and other companies managed by RMR LLC or its subsidiaries.

RMR Inc. also awards shares of Class A common stock of RMR Inc. to our named executive officers. One fifth of the shares awarded vests on the award date and an additional one fifth vests on each of the next four anniversaries of the award 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 table below describes the objectives supported by each of RMR LLC's and RMR Inc.'s primary compensation elements, along with an overview of the key design features of each element.

36         2020 Proxy Statement

Table of Contents

Named Executive Officer Pay Mix. As discussed above, RMR LLC's compensation program is designed so that the majority of compensation is performance based to promote alignment of our named executive officers' interests with those of shareholders. During 2019, Messrs. Blackman, Brown and Bilotto received aggregate performance based discretionary cash bonuses of $2,475,000 from RMR LLC.

The base salary payments for our named executive officers (which represent the fixed portion of their compensation packages) are reviewed annually and may be increased, subject to RMR LLC's salary cap, or decreased as RMR LLC deems appropriate. RMR LLC adjusts salary payments on October 1, the first day of its fiscal year. During 2019, Messrs. Blackman, Brown and Bilotto received aggregate base salary payments of $833,943 from RMR LLC. On an aggregated basis, in 2019, Messrs. Blackman, Brown and Bilotto received 25% of their total cash compensation in the form of base salary payments and the remaining 75% in the form of performance-based discretionary bonuses.

For information regarding the compensation paid by RMR LLC and RMR Inc. to 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, 2019 and its Proxy Statement on Schedule 14A for its 2020 Annual Meeting of Shareholders. RMR Inc.'s filings with the SEC are not incorporated by reference into this Proxy Statement.

Our compensation program for our executive officers consists of Common Share awards under the Share Award Plan. Our Compensation Committee believes that these share awards recognize our 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 our shareholders.

In September 2019, the Chair of our Compensation Committee met with one of our Managing Trustees, Adam D. Portnoy, and the chairs of the compensation committees of RMR Inc. and of the other public companies to which RMR LLC or its subsidiaries provide management services, which included: Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust, "DHC"); Industrial Logistics Properties Trust ("ILPT"); Service Properties Trust (formerly known as Hospitality Properties Trust, "SVC"); Tremont Mortgage Trust ("TRMT" and, together with DHC, ILPT and SVC, the "Other RMR Managed REITs"); RMR Real Estate Income Fund ("RIF"); Five Star Senior Living Inc. ("FVE"); and TravelCenters of America Inc. ("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 our Director of Internal Audit (who provides services to us and to other companies to which RMR LLC or its subsidiaries provide management services), to consider the allocation of internal audit and related services costs among RMR Inc., the Company and other companies to which RMR LLC or its subsidiaries provide such services, to provide a comparative understanding of potential share awards by us and the other companies to which RMR LLC or its subsidiaries provide management services and to hear and consider recommendations from RMR LLC concerning potential share awards and the vesting of those shares, which were in part based on the results of RMR LLC's review of current market practices with respect to executive compensation, and specifically of the companies' peer groups, and shareholder feedback received during shareholder outreach with respect to the percentage of executive officer compensation received in share awards. The share awards made by the other companies managed by RMR LLC or its subsidiaries are considered to be appropriate comparisons because of the similarities between certain services we require from our share awardees and the services provided by awardees providing similar services to these other companies. Subsequent to this meeting, the members of our Compensation Committee held a meeting at which our Compensation Committee Chair provided a report of the information discussed with Mr. Portnoy and others, and made recommendations for share awards to our named executive officers. Our Compensation Committee then discussed these recommendations and other factors, including the

         2020 Proxy Statement    37

Table of Contents

following factors for the 2019 share awards: (i) the value of the proposed share awards; (ii) the historical awards previously awarded to these named executive officers and the corresponding values at the time of the awards; (iii) the recommendations of RMR LLC as presented by Mr. Portnoy, president and chief executive officer of RMR LLC; (iv) the value of share awards to executive officers providing comparable services at the applicable Other RMR Managed REITs and companies to which RMR LLC or its subsidiaries provide management services; (v) the scope of, and any changes to, the responsibilities assigned to, or assumed by, these named executive officers during the past year and on a going forward basis; (vi) the length of historical services by these named executive officers; (vii) our Compensation Committee's perception regarding the quality of the services provided by these named executive officers in carrying out those responsibilities; and (viii) our financial and operating performance in the past year and our perceived future prospects. Our Compensation Committee considered these multiple factors in determining whether to increase or decrease the amounts of the prior year's awards. 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 our Compensation Committee's sole discretion. These named executive officers did not participate in these meetings and were not involved in determining or recommending the amount or form of named executive officer compensation they received from us.

Although we do not pay any cash compensation directly to our officers and have no employees, we adopted the Share Award Plan to reward our named executive officers and other RMR LLC employees who provide services to us and to align their interests with those of our shareholders. We award shares under the Share Award Plan to recognize our named executive officers' scope of responsibilities, reward demonstrated performance and leadership, motivate future performance, align the interests of our executives with those of our other shareholders and motivate the executives to remain employees of RMR LLC and to continue to provide services to us through the term of the awards.

Under its charter, our Compensation Committee evaluates, approves and administers our equity compensation plans, which currently consist solely of the Share Award Plan. Our Compensation Committee has historically determined to use awards of Common Shares under the Share Award Plan rather than stock options as equity compensation. Because the value of the Common 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, we believe a conventional stock option plan might not provide appropriate incentives for management for a business like ours, but a share award plan may create a better identity of interests between management and other shareholders. Also, because we believe a stock option plan could have the potential to encourage excessive short term risk taking, we have historically granted share awards rather than stock options.

Our Compensation Committee uses comparative information about the applicable Other RMR Managed REITs 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. Our Compensation Committee also considers the size and structure of the applicable Other RMR Managed REITs and other companies managed by RMR LLC or its subsidiaries, 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 our officers in light of the proposed awards for officers with comparable roles at the other companies. Our Compensation Committee reviewed the compensation data regarding the applicable Other RMR Managed REITs and their officers, together with the other factors discussed above in "Overview of 2019 Compensation Actions," but our Compensation Committee did not undertake a detailed comparison of the named executive officers across the applicable Other RMR Managed REITs or other companies managed by RMR LLC or assign weight to any particular characteristic of these other companies or their officers because our Compensation Committee determines the share amounts in its sole discretion on a non-formulaic basis. In 2019, our Compensation Committee considered the foregoing factors and decided to award 8,000 more Common Shares to Mr. Blackman than were awarded in 2018 due to his high level and length of service to the Company and to award Messrs. Brown and Bilotto 3,000

38         2020 Proxy Statement

Table of Contents

Common Shares and 2,000 Common Shares, respectively, for their initial year of service to their Company, each in accordance with the recommendation of RMR LLC and the Chair of our Compensation Committee. Our 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.

We determine the fair market value of the shares awarded based on the closing price of the Common Shares on the date of the award. Our Compensation Committee has imposed, and may impose, vesting and other conditions on the awarded Common Shares because it believes that time based vesting encourages the recipients of the share awards to remain employed by RMR LLC and to continue to provide services to us. Our 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 the award. Our Compensation Committee utilizes a four 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 awards to us and to the recipients. In the event a recipient who received a share award ceases to perform duties for us or ceases to be an officer or an employee of RMR LLC or any company that RMR LLC or its subsidiaries manage during the vesting period, we may cause the forfeiture of 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 our Compensation Committee and our Board is determined on a regular schedule (i.e., in September for our officers and employees of RMR LLC and at the first meeting of our Board after the annual meeting of shareholders for the Trustees), the proximity of any awards to earnings announcements or other market events, if any, is coincidental.

Our 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. Our Compensation Committee believes that the equity compensation of its named executive officers is appropriate to the goal of providing shareholders dependable, long term returns.

Our current policy, consistent with the prior vote of our shareholders, is to provide shareholders with an opportunity to approve, on an advisory basis, our compensation of our named executive officers each year at the annual meeting of shareholders. Accordingly, we are providing shareholders with an opportunity to approve this compensation. As noted above, our only compensation to our named executive officers is Common Share awards. None of our named executive officers are employed by us. Our manager, RMR LLC, provides services that otherwise would be provided by employees and employs and compensates our named executive officers directly and in RMR LLC's sole discretion in connection with their services rendered to us and to RMR LLC and the other companies managed by RMR LLC or its subsidiaries as discussed above.

In evaluating our compensation process for 2019, our Compensation Committee generally considered the results of the most recent advisory vote of our shareholders on the compensation of the executive officers named in the proxy statement for the Company's 2019 annual meeting of shareholders.

         2020 Proxy Statement    39

Table of Contents

REPORT OF OUR COMPENSATION COMMITTEE

Our 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, our Compensation Committee recommended to our 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, 2019.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee is comprised entirely of the four Independent Trustees listed above. No member of our Compensation Committee is a current, or during 2019 was a former, officer or employee of ours. In 2019, none of our executive officers served (i) on the compensation committee of any entity that had one or more of its executive officers serving on our Board or our Compensation Committee 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 our Compensation Committee. Members of our Compensation Committee serve as independent trustees or independent directors and compensation committee members of other public companies to which RMR LLC or its subsidiaries provide management services. Ms. Gilmore serves as an independent director of FVE and TA. Ms. Fraiche serves as an independent trustee of SVC and an independent director of FVE. Mr. Harrington serves as an independent trustee of DHC, SVC, TRMT and RIF. Mr. Lamkin serves as an independent trustee of SVC. Mr. Somers serves as an independent trustee of DHC, TRMT and RIF. 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.

40         2020 Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

The following tables and footnotes summarize the total compensation we paid to our President and Chief Executive Officer, our Chief Financial Officer and Treasurer and our Vice President who were serving as such officers as of December 31, 2019 and our former Chief Financial Officer and Treasurer in 2019. As of December 31, 2019, our "named executive officers" were our President and Chief Executive Officer and our Chief Financial Officer and Treasurer. Our named executive officers were our only executive officers during 2019. Please see "Compensation Discussion and Analysis—Compensation Overview" above for an explanation of why we pay our named executive officers no cash compensation. For information regarding the compensation paid by RMR LLC and RMR Inc. to our named executive officers, please see the above "RMR LLC and RMR Inc. Compensation Practices" section. For information regarding the compensation paid by RMR LLC and RMR Inc. to 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, 2019 and its Proxy Statement on Schedule 14A for its 2020 Annual Meeting of Shareholders. RMR Inc.'s filings with the SEC are not incorporated by reference into this Proxy Statement.

         2020 Proxy Statement    41

Table of Contents

The following table shows the total Common Shares awarded by us to our named executive officers and to Mr. Bilotto in their capacity as our officers in 2019.

The agreements governing the Common Shares awarded by the Company to the named executive officers and to Mr. Bilotto in 2019 in their capacity as our officers provided that one fifth of each award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the award date, subject to the applicable named executive officer continuing to render significant services, whether as an employee or otherwise, to us, RMR LLC or any company to which RMR LLC provides management services or their respective affiliates and to accelerated vesting under certain circumstances. Holders of vested and unvested Common Shares awarded under the Share Award Plan receive distributions that we make, if any, on our shares on the same terms as other holders of the Common Shares.

42         2020 Proxy Statement

Table of Contents

The following table shows the total Common Shares awarded by us in 2019 and prior years to our named executive officers and to Mr. Bilotto that were unvested as of December 31, 2019.

The following table shows Common Share awards made in 2019 and prior years to our named executive officers and to Mr. Bilotto that vested in 2019.

         2020 Proxy Statement    43

Table of Contents

The form of share award agreement for awards made to our named executive officers and to Mr. Bilotto provides for acceleration of vesting of all share awards upon the occurrence of certain change in control or termination events (each, a "Termination Event"). The following table describes the potential payments to our named executive officers and to Mr. Bilotto upon a Termination Event, if such event had occurred, as of December 31, 2019.

From time to time we have approved, and may in the future approve, the acceleration of vesting of Common Shares previously awarded under the Share Award Plan to former employees of RMR LLC, which may include individuals who are our executive officers, when their employment with RMR LLC is terminated.

For a discussion of the consequences of a Termination Event under our business and property management agreements with RMR LLC, see the below "Related Person Transactions" section.

Pay ratio disclosure under Item 402(u) has not been provided because we do not have any employees.

44         2020 Proxy Statement

Table of Contents

PROPOSAL 4:  APPROVAL OF THE AMENDED AND RESTATED OFFICE PROPERTIES INCOME TRUST 2009 INCENTIVE SHARE AWARD PLAN

We are asking shareholders to approve the Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan (the "Amended and Restated Plan"). The Amended and Restated Plan increases the number of Common Shares available under the plan from the 500,000 previously reserved under the predecessor Share Award Plan (the "Predecessor Plan") to an aggregate of 1,500,000 and extends the term of the plan until the tenth anniversary of our 2020 Annual Meeting.

The Amended and Restated Plan provides that an aggregate of 1,500,000 Common Shares are available for award under the plan pursuant to grants of Common Shares or Common Shares subject to restrictions ("Restricted Shares"). As of March 16, 2020, 212,346 Common Shares were available for grants of future awards pursuant to the Predecessor Plan, and there were 103,297 unvested Restricted Shares outstanding, which remain subject to possible forfeiture to, or repurchase for nominal consideration by, us as provided in applicable share award agreements.

Our Board believes that equity and equity-based compensation assists in recognizing executives' and other service providers' scope of responsibilities, rewarding demonstrated performance and leadership, motivating future performance, aligning the interests of our executives and other service providers with those of our other shareholders and motivating executives and other service providers to remain in the service of the Company and RMR LLC and to continue to provide services to us through the term of the awards. The Amended and Restated Plan, if approved by shareholders, will be the only plan we have to provide equity and equity-based incentive compensation to eligible individuals. The term of the Predecessor Plan will expire on June 11, 2022, following which, absent approval of the amendment to the Amended and Restated Plan, we will no longer have an equity compensation plan to assist us in accomplishing our compensation objectives.

For purposes of evaluating our equity compensation program, shareholders may wish to consider two key metrics: "historical burn rate" and "dilution."

•

Historical Burn Rate.Our historical burn rate is equal to the number of Common Shares subject to equity awards granted during a period, in proportion to our basic weighted average Common Shares outstanding for the period. Our burn rate for the year ended December 31, 2019 was 0.28%, and our average annual burn rate for the three years ended December 31, 2019 was 0.15%.



•

Dilution.Our dilution is the number of Common Shares available for future grants of equity awards in proportion to our Common Shares outstanding plus the number of Common Shares available for future grants of equity awards. As of the year ended December 31, 2019, our dilution was 0.44%.

A copy of the Amended and Restated Plan is set forth as Annex A to this Proxy Statement. The material features of the Amended and Restated Plan are described below. The following description is intended to be a summary, and does not purport to be a complete statement of the terms of the Amended and Restated Plan. Accordingly, this summary is qualified in its entirety by reference to Annex A.

Administration.    The Amended and Restated Plan will continue to be administered by our Board or, in the discretion of our Board, a committee designated by our Board and comprised of at least two members of our Board. Our Board has delegated its authority to administer the Predecessor Plan to our Compensation Committee and such delegation is expected to remain in place with respect to the

         2020 Proxy Statement    45

Table of Contents

Amended and Restated Plan; however, our Board may revoke or rescind such delegations of authority in whole or in part at any time. Each member of any committee administering the Amended and Restated Plan is required to be a "non-employee director" (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act) and to meet such other requirements as our Board may determine to be necessary or appropriate. Our Board or a committee thereof has the authority to administer the Amended and Restated Plan, including the authority to interpret the plan, to make awards thereunder (and determine the terms of such awards) and to adopt and approve from time to time the forms of share award agreements under the Amended and Restated Plan.

Awards.    The Amended and Restated Plan permits discretionary awards of Common Shares, which will be subject to such terms and conditions as our Board or a committee may determine, which may include, without limitation, terms with respect to vesting, forfeiture, repurchase and transfer restrictions, typically based on continued employment or service. If it determines to do so, our Board or the designated committee may award shares under the Amended and Restated Plan that are not subject to vesting, forfeiture, repurchase and transfer restrictions.

Participants.    The Amended and Restated Plan permits awards to be made to our Trustees and officers, employees of RMR LLC, consultants, advisors or other persons or entities providing management, administrative or other services to us or to our subsidiaries. Actual participants are determined by our Board or a committee thereof in its discretion.

Change in Control; Termination Event.    The Amended and Restated Plan provides that if we are subject to a "Change in Control," or a "Termination Event" (as defined in the plan) unvested awards will vest upon the occurrence of such event.

Amendment and Termination.    The Amended and Restated Plan may be amended or terminated by our Board, subject to shareholder approval where required by law or applicable listing requirements. The Amended and Restated Plan will, unless terminated earlier by our Board, terminate on the tenth anniversary of our 2020 Annual Meeting. However, awards made before the termination of the Amended and Restated Plan may extend beyond that date in accordance with their terms.

Common Shares Available.    The total number of Common Shares that may be granted under the Amended and Restated Plan is 1,500,000, subject to adjustment for certain transactions as set forth in the plan. If any Common Shares subject to an award (including awards granted under the Predecessor Plan, of which there were 103,297 outstanding as of March 16, 2020) are forfeited, cancelled, repurchased or surrendered (including in satisfaction of tax obligations), the shares with respect to such award will, to the extent of any such forfeiture, cancellation, repurchase or surrender, again be available for awards under the plan. The number of Common Shares reserved for issuance under the Amended and Restated Plan and the awards made under the plan are generally subject to adjustment by our Board upon the occurrence of a merger, sale of assets, reorganization, recapitalization, exchange of shares, stock split, combination of shares or dividend payable in shares or other securities or any similar corporate transaction.

On ,April 10, 2020, the last reported sale price of the Common Shares on the Nasdaq was $$28.37 per share.

Persons eligible to receive awards of shares under the Amended and Restated Plan will be those persons selected by our Board or committee in its discretion from among our Trustees and officers, employees of RMR LLC, consultants, advisors or other persons or entities providing management, administrative or other services to us or to our subsidiaries. As of March 16, 2020, we had three executive officers and eight Trustees and RMR LLC and its subsidiaries had approximately 600 employees who were not either executive officers or Trustees of the Company; all of those persons and other qualifying service providers of the Company would be eligible for awards under the Amended and Restated Plan. During 2019, 76 eligible Trustees, executive officers and RMR LLC employees (and those of its subsidiaries) received awards under the Predecessor Plan.

Awards under the Amended and Restated Plan will generally be made in the discretion of our Board or designated committee and are therefore not determinable at this time.

46         2020 Proxy Statement

Table of Contents

The following is a summary of certain United States federal income tax consequences with respect to awards under the Amended and Restated Plan. Participants should consult with their own tax advisors and should not rely upon this summary.

Share Awards.    A participant in the Amended and Restated Plan receiving an unrestricted Common Share award (or the unrestricted portion of a Restricted Share award) will be taxed as ordinary compensation income in an amount equal to the fair market value of the Common Shares at the time of the award.

Restricted Shares.    The term "restricted shares" refers to an award of Common Shares under the Amended and Restated Plan that are subject to forfeiture restrictions. A participant generally will not be taxed upon the receipt of a Restricted Share award, but rather will recognize ordinary compensation income in an amount equal to the fair market value of the Common Shares at the time the Common Shares are no longer subject to a substantial risk of forfeiture, as defined in the Internal Revenue Code. A participant may, however, elect under Internal Revenue Code Section 83(b) and not later than 30 days after the transfer of such Common Shares to the participant to recognize ordinary compensation income at the time the Restricted Shares are awarded in an amount equal to the fair market value at that time, notwithstanding the fact that such Common Shares are subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional income will be recognized by such participant at the time the restrictions lapse. However, if Common Shares subject to a Section 83(b) election are later forfeited, no tax deduction is allowable with respect to the previously recognized ordinary compensation income to the participant for the forfeited Common Shares.

The full amount of dividends or other distributions of property made with respect to Restricted Shares before the lapse of any applicable restrictions will constitute ordinary compensation income, unless a Section 83(b) election has been made.

The Company, as the recipient of the services rendered by the participant, will generally be entitled to a deduction at the same time as and in the same amount that the participant recognizes ordinary compensation income.

The annual share usage under the Predecessor Plan for the last three calendar years was as follows:⁽¹⁾

         2020 Proxy Statement    47

Table of Contents

The following table shows information with respect to securities authorized for issuance under the equity compensation plans maintained by the Company as of March 16, 2020.

Approval of the Amended and Restated Plan requires the affirmative vote of a majority of all the votes cast, in person or by proxy, at our 2020 Annual Meeting.

Our Board of Trustees recommends a vote "FOR" the approval of the Amended and Restated Plan.

48         2020 Proxy Statement