Boston Properties LTD Partnership 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2013

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Delaware	0-50209	04-3372948
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

Boston Properties, Inc. (the “Company”), the sole general partner of Boston Properties Limited Partnership, held its 2013 annual meeting of stockholders (the “2013 Annual Meeting”) on May 21, 2013. At the 2013 Annual Meeting, the stockholders of the Company were asked to (1) elect Zoë Baird Budinger, Carol B. Einiger, Dr. Jacob A. Frenkel, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Alan J. Patricof, Owen D. Thomas, Martin Turchin, David A. Twardock and Mortimer B. Zuckerman to the Company’s Board of Directors, (2) cast an advisory vote on named executive officer compensation, as described in the Company’s proxy statement and (3) ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PWC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

At the 2013 Annual Meeting, the stockholders elected all eleven director nominees and ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The resolution on named executive officer compensation was not approved at the 2013 Annual Meeting.

The following is a statement of the number of votes cast for or against each matter or director nominee. In addition, the following also sets forth the number of abstentions and broker non-votes with respect to each matter or director nominee, as applicable.

	For		Against		Abstain		Broker Non-Votes
Election of Directors:
Zoë Baird Budinger		116,904,106		15,461,936		49,041		4,384,431
Carol B. Einiger		129,257,261		3,108,803		49,019		4,384,431
Dr. Jacob A. Frenkel		116,173,153		16,193,797		48,133		4,384,431
Joel I. Klein		129,583,597		2,780,815		50,671		4,384,431
Douglas T. Linde		121,739,852		10,624,841		50,390		4,384,431
Matthew J. Lustig		129,484,360		2,881,095		49,628		4,384,431
Alan J. Patricof		128,195,563		4,169,490		50,030		4,384,431
Owen D. Thomas		128,800,305		3,564,737		50,041		4,384,431
Martin Turchin		108,727,698		23,637,171		50,214		4,384,431
David A. Twardock		116,252,919		16,112,910		49,254		4,384,431
Mortimer B. Zuckerman		121,150,997		11,215,722		48,364		4,384,431
	For		Against		Abstain		Broker Non-Votes
Non-binding, advisory vote on named executive officer compensation		25,684,961		106,641,748		88,374		4,384,431
	For		Against		Abstain		Broker Non-Votes
Ratification of appointment of PWC		135,412,877		1,324,200		62,437		N/A

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOSTON PROPERTIES LIMITED PARTNERSHIP
	By: Boston Properties, Inc., its General Partner
Date: May 21, 2013	By:	/s/ Michael E. LaBelle
	Name:	Michael E. LaBelle
	Title:	Senior Vice President, Chief Financial Officer & Treasurer