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Section 1: 8-K (8-K)

bdn-8k_20190522.htm

 

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 22, 2019

Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

 

Maryland

(Brandywine Realty Trust)

 

001-9106

 

23-2413352

 

 

 

 

 

Delaware

(Brandywine Operating Partnership, L.P.)

 

000-24407

(Commission file number)

 

23-2862640

(I.R.S. Employer

Identification Number)

(State or Other Jurisdiction of

Incorporation or Organization)

 

 

 

 

 

2929 Walnut Street, Suite 1700

Philadelphia, PA 19104

(Address of principal executive offices)

 

(610) 325-5600

(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))

Securities registered pursuant to section 12(b) of the Act:

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Shares of Beneficial Interest, par value $0.01 per share

 

BDN

 

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. 

 


 

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

 

The Annual Meeting of Shareholders of Brandywine Realty Trust was held on May 22, 2019.  At the Annual Meeting, the Company’s shareholders voted on: (1) the election of eight trustees, each to serve for a term expiring at the 2020 annual meeting of shareholders and until his or her successor is duly elected and qualified; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2019; and (3) a non-binding, advisory vote regarding the compensation of our named executive officers.  The voting results on these proposals were as follows:

Proposal 1: Election of Eight Trustees.

Trustee

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Michael J. Joyce

 

141,299,744

 

14,543,613

 

148,155

 

4,952,327

Anthony A. Nichols, Sr.

 

136,855,459

 

18,985,914

 

150,139

 

4,952,327

Gerard H. Sweeney

 

145,114,018

 

10,724,286

 

153,208

 

4,952,327

James C. Diggs

 

152,808,121

 

3,033,315

 

150,076

 

4,952,327

Wyche Fowler

 

141,470,475

 

14,372,710

 

148,327

 

4,952,327

H. Richard Haverstick, Jr.

 

153,255,468

 

2,615,963

 

150,081

 

4,952,327

Terri A. Herubin

 

153,257,911

 

2,587,271

 

146,330

 

4,952,327

Charles P. Pizzi

 

132,405,660

 

22,345,507

 

1,240,345

 

4,952,327

 

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2019.

 

Votes For

 

Votes Against

 

Abstentions

158,267,562

 

2,504,916

 

171,361

 

Proposal 3: Advisory, non-binding vote on the compensation of our named executive officers.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

143,401,615

 

12,396,613

 

193,284

 

4,952,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

 

 

 

 

 

 

Brandywine Realty Trust

 

By:  

/s/ Gerard H. Sweeney

 

 

Gerard H. Sweeney

 

 

President and Chief Executive Officer 

 

 

 

 

 

 

 

 

Brandywine Operating Partnership, L.P.

By:Brandywine Realty Trust,
its sole general partner

 

 

By:  

/s/ Gerard H. Sweeney

 

 

Gerard H. Sweeney 

 

 

President and Chief Executive Officer 

 

Date:  May 23, 2019

 

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