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 31, 2024
Diversified Healthcare Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-15319 | 04-3445278 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| Two Newton Place, | ||
| 255 Washington Street, Suite 300 | ||
| Newton, Massachusetts | 02458-1634 | |
| (Address of Principal Executive Offices) | (Zip Code) |
617-796-8350
(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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered | ||
| Common Shares of Beneficial Interest | DHC | The Nasdaq Stock Market LLC | ||
| 5.625% Senior Notes due 2042 | DHCNI | The Nasdaq Stock Market LLC | ||
| 6.25% Senior Notes due 2046 | DHCNL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms “we”, “us”, “our” and “the Company” refer to Diversified Healthcare Trust.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 31, 2024, our Board of Trustees (the “Board”) approved and adopted our Fourth Amended and Restated Bylaws (the “Amended Bylaws”), to (1) eliminate provisions which, subject to certain exceptions, allowed for the resolution of disputes, claims or controversies brought by a shareholder against us or any Trustee, officer, manager, agent or employee of us on such shareholder’s own behalf, on behalf of us or on behalf of any series or class of shares or shareholders, including derivative and class actions, through binding and final arbitration in accordance with specified procedures, and (2) make certain clarifying, administrative and conforming changes.
The foregoing description of our Amended Bylaws is not complete and is subject to and qualified in its entirety by reference to the Amended Bylaws, a copy of which is filed as Exhibit 3.5 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of our Amended Bylaws indicating changes made to our bylaws as they existed immediately prior to the adoption of our Amended Bylaws is filed as Exhibit 3.6 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Company’s annual meeting of shareholders held on May 31, 2024 (the “2024 Annual Meeting”), the Company’s shareholders voted on the election of seven Trustees to the Board each for a one year term of office continuing until the Company’s 2025 annual meeting of shareholders and until her, his or their respective successor is duly elected and qualifies. The following persons were elected as Trustees and received the following votes:
Nominee | Votes For | Withhold | Broker Non-Votes | |||
| Christopher J. Bilotto | 159,793,584 | 32,422,061 | 28,024,770 | |||
| John L. Harrington | 157,753,564 | 34,462,081 | 28,024,770 | |||
| Lisa Harris Jones | 148,427,736 | 43,787,909 | 28,024,770 | |||
| Phyllis M. Hollis | 160,025,263 | 32,190,382 | 28,024,770 | |||
| Dawn K. Neher | 160,315,218 | 31,900,427 | 28,024,770 | |||
| Adam D. Portnoy | 131,493,081 | 60,722,564 | 28,024,770 | |||
| Jeffrey P. Somers | 142,245,952 | 49,969,693 | 28,024,770 |
The Company’s shareholders also voted on a non-binding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement relating to the 2024 Annual Meeting. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 154,465,115 | 37,498,438 | 252,092 | 28,024,770 | ||||||||
The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2024 fiscal year. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 187,203,902 | 32,665,377 | 371,136 | – | ||||||||
The results reported above are final voting results.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit | Description | |
| 3.5 | Fourth Amended and Restated Bylaws of the Company, adopted May 31, 2024 (Filed herewith) | |
| 3.6 | Fourth Amended and Restated Bylaws of the Company, adopted May 31, 2024 (marked copy) (Filed herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| DIVERSIFIED HEALTHCARE TRUST | ||
| By: | /s/ Matthew C. Brown | |
| Name: | Matthew C. Brown | |
| Title: | Chief Financial Officer and Treasurer | |
Date: June 4, 2024