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Section 1: 8-K (8-K)

Document
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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 20, 2020
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
 
 
 
23-2862640
(State or Other Jurisdiction of Incorporation
or Organization)
 
 
 
(Commission file number)
 
 
 
(I.R.S. Employer Identification Number)
2929 Walnut Street
Suite 1700
Philadelphia, PA 19104
(Address of principal executive offices) (Zip Code)
(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(s)
 
Name of each exchange on which registered
Common Shares of Beneficial Interest
 
BDN
 
NYSE
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).
Brandywine Realty Trust:
Emerging growth company
Brandywine Operating Partnership, L.P.:
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.
Brandywine Realty Trust:
Brandywine Operating Partnership, L.P.:



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 20, 2020. At the Annual Meeting, the Company’s shareholders voted on: (1) the election of seven trustees, each to serve for a term expiring at the 2021 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 2020; 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 Trustees to serve until the next annual meeting of shareholders and until their successors are elected and qualified.
Trustee
Votes For
Votes Against
Abstentions
Broker
Non-Votes
James C. Diggs
156,566,438
2,972,106
1,602,028
3,912,790
Wyche Fowler
152,121,727
7,416,795
1,602,050
3,912,790
H. Richard Haverstick, Jr.
155,856,644
3,681,462
1,602,466
3,912,790
Terri Herubin
156,350,625
3,187,503
1,602,444
3,912,790
Michael J. Joyce
152,799,698
6,738,275
1,602,599
3,912,790
Charles P. Pizzi
143,571,835
15,725,241
1,843,496
3,912,790
Gerard H. Sweeney
157,805,931
3,295,482
39,159
3,912,790
PROPOSAL 2. Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for calendar year 2020.
Votes For
Votes Against
Abstentions
162,224,316
2,793,415
35,631

PROPOSAL 3. Advisory, non-binding vote on Executive Compensation.
Votes For
Votes Against
Abstentions
Broker Non-Votes
155,347,092
5,702,402
91,078
3,912,790




Signatures
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
 
 
 
 
 
 
By:
/s/ Gerard H. Sweeney
 
 
 
Gerard H. Sweeney

 
 
 
President and
 
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 
BRANDYWINE OPERATING PARTNERSHIP, L.P.
 
 
 
 
 
 
BY:
BRANDYWINE REALTY TRUST, ITS GENERAL PARTNER
 
 
 
 
 
BY:
/s/ Gerard H. Sweeney
 
 
 
Gerard H. Sweeney

 
 
 
President and
 
 
 
Chief Executive Officer
 
Date: May 21, 2020

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