SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 1998
BRANDYWINE REALTY TRUST
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(Exact name of registrant as specified in its charter)
MARYLAND 1-9106 23-2413352
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) file number) Identification Number)
16 Campus Boulevard, Newtown Square, Pennsylvania 19073
(Address of principal executive offices)
(610) 325-5600
(Registrant's telephone number, including area code)
Item 5. Other Events
(i) Annual Shareholders Meeting. On May 15, 1998, the Annual Meeting
of Shareholders of the Company was held and action was taken on three matters
described in the Company's proxy statement prepared in connection with such
meeting. A brief description of each matter and the voting results follows:
1. The election of five trustees (Anthony A. Nichols, Sr.,
Gerard H. Sweeney, Warren V. Musser, Walter D'Alessio, and Charles P. Pizzi)
to the Board of Trustees to serve a term until the next annual meeting of
shareholders and until his successor is duly elected and qualified. The voting
results are summarized below:
Trustee For Withheld Total
------- --- -------- -----
Anthony A. Nichols, Sr. 29,960,886 283,492 30,244,378
Gerard H. Sweeney 29,954,981 289,397 30,244,378
Warren V. Musser 25,492,419 4,751,959 30,244,378
Walter D'Alessio 29,945,586 298,792 30,244,378
Charles P. Pizzi 30,080,153 164,225 30,244,378
2. An amendment to the Declaration of Trust of the Company:
30,062,460 Votes in favor
58,436 Votes against
123,480 Abstentions
none Broker non-votes
3. Adoption of the Amended and Restated 1997 Long-Term
Incentive Plan received votes as follows:
15,140,049 Votes in favor
9,844,917 Votes against
1,096,378 Abstentions
4,163,037 Broker non-votes
Each of the matters presented above received a sufficient amount of
votes to be approved.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
3.1 - Article of Amendment (filed May 18, 1998)
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SIGNATURE
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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.
BRANDYWINE REALTY TRUST
Date: June 3, 1998 By: /s/ Gerard H. Sweeney
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Title: President and Chief Executive
Officer
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