Office Properties Income Trust Files 8-K

TL;DR

OP filed an 8-K on 6/13/24 covering shareholder votes and financials.

AI Summary

Office Properties Income Trust (OP) filed an 8-K on June 13, 2024, reporting on matters submitted to a vote of security holders and filing financial statements and exhibits. The company, formerly known as Government Properties Income Trust, is incorporated in Maryland and has a fiscal year end of December 31. The filing includes information related to its common stock and senior unsecured notes due in 2046.

Why It Matters

This filing provides an update on corporate actions and financial reporting for Office Properties Income Trust, which may impact investor understanding of the company's current status and future outlook.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate actions and financial statements, not indicating any immediate material adverse events.

Key Numbers

• 5.875% — Senior Unsecured Notes Interest Rate (Interest rate on notes due in 2046)

Key Players & Entities

• Office Properties Income Trust (company) — Filer
• Government Properties Income Trust (company) — Former company name
• June 13, 2024 (date) — Date of report
• 2046 (date) — Maturity year for senior unsecured notes

FAQ

Filing Documents

• tm2416883d1_8k.htm (8-K) — 41KB
• tm2416883d1_ex3-2.htm (EX-3.2) — 292KB
• tm2416883d1_ex3-3.htm (EX-3.3) — 370KB
• 0001104659-24-071254.txt ( ) — 1058KB
• opi-20240613.xsd (EX-101.SCH) — 3KB
• opi-20240613_def.xml (EX-101.DEF) — 26KB
• opi-20240613_lab.xml (EX-101.LAB) — 36KB
• opi-20240613_pre.xml (EX-101.PRE) — 25KB
• tm2416883d1_8k_htm.xml (XML) — 6KB

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 13, 2024, our Board of Trustees (the "Board") approved and adopted our Third Amended and Restated Bylaws (the "Amended Bylaws"), to (1) reduce the permitted ownership of our shares on a prospective basis, from 9.8% to 5%, in order to preserve our cumulative net operating losses, as further described below, (2) 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 (3) make certain clarifying, administrative and conforming changes. The new Article X of the Amended Bylaws generally provides that transfers of our shares (and certain other securities) to a person, entity or group which is then, or would become as a result, an owner of 5% or more of our outstanding shares would be void in total for transferees then already owning 5% or more of our shares and, for transferees that would otherwise become owners of 5% or more of our shares, to the extent the transfer would so result in such level of ownership by the proposed transferee. The prohibited transfer threshold was set at 5% because transfers at or above that level could result in limitations on our ability to use our net operating losses and other tax benefits to reduce our future taxable income, as provided under the United to attempted transfers in violation of the Article X prohibition may be subject to transfer to a charitable trust in accordance with the provisions of Article VII of our Decla

07. Submission of

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Company's annual meeting of shareholders held on June 13, 2024 (the "2024 Annual Meeting"), the Company's shareholders voted on the election of nine 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 Jennifer B. Clark 25,769,790 1,800,694 10,859,550 Donna D. Fraiche 25,961,459 1,609,025 10,859,550 Barbara D. Gilmore 25,806,964 1,763,520 10,859,550 John L. Harrington 25,732,225 1,838,259 10,859,550 William A. Lamkin 25,974,772 1,595,712 10,859,550 Elena B. Poptodorova 22,518,068 5,052,416 10,859,550 Adam D. Portnoy 18,005,741 9,564,743 10,859,550 Jeffrey P. Somers 21,093,047 6,477,437 10,859,550 Mark A. Talley 25,994,619 1,575,865 10,859,550 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 for the 2024 Annual Meeting. This proposal received the following votes: For Against Abstain Broker Non-Votes 23,949,768 2,771,113 849,603 10,859,550 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 37,077,770 1,002,743 349,521 N/A The results reported above are final voting results.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 3.2 Third Amended and Restated Bylaws of the Company, adopted June 13, 2024 (Filed herewith) 3.3 Third Amended and Restated Bylaws of the Company, adopted June 13, 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. OFFICE PROPERTIES INCOME TRUST By: /s/ Brian E. Donley Name: Brian E. Donley Title: Chief Financial Officer and Treasurer Date: June 13, 2024

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View this 8-K filing on SEC EDGAR