Diversified Healthcare Trust Changes Fiscal Year End

TL;DR

DHC is changing its fiscal year end to May 31, effective immediately. New reporting cycle starts now.

AI Summary

On May 31, 2024, Diversified Healthcare Trust filed an 8-K report detailing a change in its fiscal year end from December 31 to May 31. This change is effective immediately and will impact future financial reporting periods. The company also reported on matters submitted to a vote of security holders and filed financial statements and exhibits.

Why It Matters

This change in fiscal year end will alter the timing of Diversified Healthcare Trust's financial reporting, potentially affecting how investors and analysts assess its performance over specific periods.

Risk Assessment

Risk Level: low — The filing primarily concerns administrative changes to the company's fiscal reporting calendar, with no immediate financial or operational risks indicated.

Key Players & Entities

• Diversified Healthcare Trust (company) — Registrant
• May 31, 2024 (date) — Date of earliest event reported
• December 31 (date) — Previous fiscal year end
• May 31 (date) — New fiscal year end

FAQ

Filing Documents

• tm2416068d1_8k.htm (8-K) — 46KB
• tm2416068d1_ex3-5.htm (EX-3.5) — 299KB
• tm2416068d1_ex3-6.htm (EX-3.6) — 365KB
• 0001104659-24-068240.txt ( ) — 1069KB
• dhc-20240531.xsd (EX-101.SCH) — 4KB
• dhc-20240531_def.xml (EX-101.DEF) — 27KB
• dhc-20240531_lab.xml (EX-101.LAB) — 37KB
• dhc-20240531_pre.xml (EX-101.PRE) — 25KB
• tm2416068d1_8k_htm.xml (XML) — 7KB

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On May 31, 2024, our Board of Trustees (the "Board") approved and adopted our Fourth Amended and Restated Bylaws (the "Amended Bylaws"), to (1) eliminate provisions which, subject to certain exceptions, allowed for the resolution of disputes, claims or controversies brought by a shareholder against us or any Trustee, officer, manager, agent or employee of us on such shareholder's own behalf, on behalf of us or on behalf of any series or class of shares or shareholders, including derivative and class actions, through binding and final arbitration in accordance with specified procedures, and (2) make certain clarifying, administrative and conforming changes. The foregoing description of our Amended Bylaws is not complete and is subject to and qualified in its entirety by reference to the Amended Bylaws, a copy of which is filed as Exhibit 3.5 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of our Amended Bylaws indicating changes made to our bylaws as they existed immediately prior to the adoption of our Amended Bylaws is filed as Exhibit 3.6 to this Current Report on Form 8-K.

07. Submission of Matters to

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Company's annual meeting of shareholders held on May 31, 2024 (the "2024 Annual Meeting"), the Company's shareholders voted on the election of seven Trustees to the Board each for a one year 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 Trustees and received the following votes: Nominee Votes For Withhold Broker Non-Votes Christopher J. Bilotto 159,793,584 32,422,061 28,024,770 John L. Harrington 157,753,564 34,462,081 28,024,770 Lisa Harris Jones 148,427,736 43,787,909 28,024,770 Phyllis M. Hollis 160,025,263 32,190,382 28,024,770 Dawn K. Neher 160,315,218 31,900,427 28,024,770 Adam D. Portnoy 131,493,081 60,722,564 28,024,770 Jeffrey P. Somers 142,245,952 49,969,693 28,024,770 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 relating to the 2024 Annual Meeting. This proposal received the following votes: For Against Abstain Broker Non-Votes 154,465,115 37,498,438 252,092 28,024,770 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 187,203,902 32,665,377 371,136 – The results reported above are final voting results.

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 3.5 Fourth Amended and Restated Bylaws of the Company, adopted May 31, 2024 (Filed herewith) 3.6 Fourth Amended and Restated Bylaws of the Company, adopted May 31, 2024 (marked copy) (Filed herewith) 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. DIVERSIFIED HEALTHCARE TRUST By: /s/ Matthew C. Brown Name: Matthew C. Brown Title: Chief Financial Officer and Treasurer Date: June 4, 2024

View Full Filing

View this 8-K filing on SEC EDGAR