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 27, 2024
Date of Report
(Date of earliest event reported)
The RMR Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-37616 | 8742 | 47-4122583 |
| (Commission File Number) | (Primary Standard Industrial | (IRS Employer |
| | Classification Code Number) | 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)
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 | | 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) |
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 “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 27, 2024 (the “2024 Annual Meeting”), the Company’s shareholders voted on the election of six Directors to the Company’s Board of Directors each for a 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 Directors and received the following votes:
Nominee | | Votes For | | Withhold | | Broker Non-Votes |
| Jennifer B. Clark | | 172,440,675 | | 857,524 | | 1,083,190 |
| Ann Logan | | 169,399,861 | | 3,898,338 | | 1,083,190 |
| Rosen Plevneliev | | 169,405,965 | | 3,892,234 | | 1,083,190 |
| Adam D. Portnoy | | 169,171,456 | | 4,126,743 | | 1,083,190 |
| Jonathan Veitch | | 168,220,755 | | 5,077,444 | | 1,083,190 |
| Walter C. Watkins, Jr. | | 169,389,227 | | 3,908,972 | | 1,083,190 |
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 for the 2024 Annual Meeting. This proposal received the following votes:
| For | | Against | | Abstain | | Broker Non-Votes |
| 171,571,365 | | 1,671,662 | | 55,172 | | 1,083,190 |
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 |
| 174,358,268 | | 15,892 | | 7,229 | | ▬ |
The results reported above are final voting results.
Item 9.01. Financial Statements and Exhibits
(d) Exhibit
| 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.
| | THE RMR GROUP INC. |
| | |
| Date: March 27, 2024 | By: | /s/ Matthew P. Jordan |
| | | Matthew P. Jordan |
| | | Executive Vice President, Chief Financial Officer and Treasurer |
