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
March 11, 2020
Date of Report
(Date of earliest event reported)
The RMR Group Inc.
(Exact name of registrant as specified in its charter)
| MARYLAND | | 8742 | | 47-4122583 |
(State or other jurisdiction
of incorporation) | | (Primary Standard Industrial
Classification Code Number) | | (IRS Employer
Identification Number) |
Two Newton Place, 255 Washington Street, Suite 300, Newton, MA, 02458-1634
(Address of principal executive offices, including zip code)
(617) 796-8230
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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))
þ 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.þ
| Securities registered pursuant to Section 12(b) of the Exchange Act: |
| | | | | |
| Title Of Each Class | | Trading Symbol | | Name Of Each Exchange On Which Registered |
| Class A common stock, $0.001 par value per share | | RMR | | The Nasdaq Stock Market LLC |
| | | | | (Nasdaq Capital Market) |
In this Current Report on Form 8-K, the terms “the Company” or “its” refer to The RMR Group Inc.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of shareholders held on March 11, 2020, the Company’s shareholders voted on the election of five Directors to the Company’s Board each for a term of office continuing until the Company’s 2021 annual meeting of shareholders and until her or his respective successor is duly elected and qualifies. The following persons were elected as Directors and received the following votes:
| Nominee | | Votes For | | | Withhold | | | Broker
Non-Votes | |
| Jennifer B. Clark | | | 171,837,389 | | | | 531,460 | | | | 1,314,707 | |
| Ann Logan | | | 169,566,804 | | | | 2,802,045 | | | | 1,314,707 | |
| Rosen Plevneliev | | | 169,312,484 | | | | 3,056,365 | | | | 1,314,707 | |
| Adam D. Portnoy | | | 171,904,655 | | | | 464,194 | | | | 1,314,707 | |
| Walter C. Watkins, Jr. | | | 169,563,041 | | | | 2,805,808 | | | | 1,314,707 | |
The Company's shareholders also ratified the appointment of Ernst & Young LLP as the Company's independent auditors to serve for the 2020 fiscal year. This proposal received the following votes:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 173,646,544 | | | | 17,196 | | | | 19,816 | | | | – | |
The results reported above are final voting results.
Item 8.01. Other Events.
On March 11, 2020, the Company updated its Director compensation arrangements. A summary of the Company’s currently effective Director compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Company’s Director compensation arrangements, on March 11, 2020, the Company awarded each of the Company’s Directors 3,000 shares of Class A common stock of the Company (“Common Shares”), valued at $31.28 per share, the closing price of the Common Shares on The Nasdaq Stock Market LLC on that date.
Item 9.01. Financial Statements and Exhibits
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.
| | THE RMR GROUP INC. |
| | |
| Date: March 12, 2020 | By: | /s/ Matthew P. Jordan |
| | | Matthew P. Jordan |
| | | Executive Vice President, Chief Financial Officer and Treasurer |
