Current Report Filing (8-k)
11 Maio 2023 - 6:19PM
Edgar (US Regulatory)
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2023-05-11
2023-05-11
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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 11, 2023
Franklin
Street Properties Corp.
(Exact name of registrant
as specified in its charter)
| Maryland |
|
001-32470 |
|
04-3578653 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
401 Edgewater Place, Suite 200, Wakefield,
Massachusetts | |
01880 |
| (Address of principal executive offices) | |
(Zip Code) |
Registrant’s telephone
number, including area code: (781) 557-1300
(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 (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 Stock, $.0001 par value per share |
|
FSP |
|
NYSE American |
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. ¨
Item 5.07 Submission of Matters to a Vote of
Security Holders.
Franklin Street Properties
Corp., a Maryland corporation (the “Company”), held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”)
on May 11, 2023. The 2023 Annual Meeting was called for the following purposes: (1) to elect eight directors, each to serve
for a one-year term expiring at the 2024 Annual Meeting of Stockholders and until his or her respective successor is duly elected and
qualified, (2) to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2023, (3) to approve, by non-binding vote, the Company’s
executive compensation, and (4) to recommend, by non-binding vote, the frequency of future executive compensation advisory votes.
(1) The following table sets forth the names
of the directors elected at the 2023 Annual Meeting for a new one-year term expiring at the 2024 Annual Meeting of Stockholders and the
final number of votes cast for or against each director and the number of broker non-votes.
| Name | |
For | |
Against | |
Broker Non-Votes |
| George J. Carter | |
76,825,472 | |
2,627,997 | |
5,873,890 |
| Georgia Murray | |
76,460,764 | |
2,992,705 | |
5,873,890 |
| Brian N. Hansen | |
78,025,926 | |
1,427,543 | |
5,873,890 |
| John N. Burke | |
75,448,190 | |
4,005,279 | |
5,873,890 |
| Dennis J. McGillicuddy | |
77,092,567 | |
2,360,902 | |
5,873,890 |
| Kenneth A. Hoxsie | |
71,532,799 | |
7,920,670 | |
5,873,890 |
| Kathryn P. O’Neil | |
76,675,782 | |
2,777,687 | |
5,873,890 |
| Milton P. Wilkins, Jr. | |
77,275,415 | |
2,178,054 | |
5,873,890 |
(2) The proposal to ratify the Audit Committee’s
appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2023 was approved. The final number of votes cast for, against or abstaining from voting on that proposal are listed
below.
| For | |
Against | |
Abstain |
| 83,571,677 | |
1,681,939 | |
73,743 |
(3) The proposal to approve, by non-binding
vote, the Company’s executive compensation was approved. The final number of votes cast for, against or abstaining from voting on
that proposal and broker non-votes are listed below.
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 76,936,220 | |
2,357,171 | |
160,078 | |
5,873,890 |
(4) The stockholders recommended, by non-binding
vote, that future votes on the Company’s executive compensation be held every year. The final number of votes cast for “1
YEAR”, “2 YEARS”, “3 YEARS” or abstaining from voting on that proposal are listed below.
| 1 YEAR | |
2 YEARS | |
3 YEARS | |
Abstain |
| 76,571,595 | |
52,759 | |
2,721,227 | |
107,888 |
After taking into consideration the voting results of the frequency
proposal and the prior recommendation of the Company’s board of directors in favor of an annual executive compensation advisory
vote, the Company intends to hold executive compensation advisory votes every year.
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.
| |
FRANKLIN STREET PROPERTIES CORP. |
| |
| |
By: |
/s/ Scott H. Carter |
| |
|
Scott H. Carter |
| |
|
Executive Vice President, General Counsel and Secretary |
| |
Date: May 11, 2023
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