Boston Properties Announces Director Changes and Executive Compensation Updates

TL;DR

BXP board shakeup: Ryan out, Burgess & D. Ryan in. Executive pay details also disclosed.

AI Summary

Boston Properties Inc. announced on May 22, 2024, the departure of director Arthur F. Ryan and the election of new directors, including Kathleen M. Burgess and David L. Ryan. The company also reported on executive compensation arrangements and submitted matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director changes and executive compensation, which typically carry low inherent risk.

Key Players & Entities

• Boston Properties Inc. (company) — Filer
• Arthur F. Ryan (person) — Departing Director
• Kathleen M. Burgess (person) — Newly Elected Director
• David L. Ryan (person) — Newly Elected Director
• 0001037540 (company) — Central Index Key for Boston Properties Inc.
• 0001043121 (company) — Central Index Key for Boston Properties Ltd Partnership

FAQ

Key Financial Figures

• $0.01 — roperties, Inc. Common Stock, par value $0.01 per share BXP New York Stock Exchange

Filing Documents

• bxp-20240522.htm (8-K) — 63KB
• bxp1999espp-fourthamendment.htm (EX-10.1) — 4KB
• 0001656423-24-000030.txt ( ) — 227KB
• bxp-20240522.xsd (EX-101.SCH) — 2KB
• bxp-20240522_def.xml (EX-101.DEF) — 15KB
• bxp-20240522_lab.xml (EX-101.LAB) — 26KB
• bxp-20240522_pre.xml (EX-101.PRE) — 15KB
• bxp-20240522_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers; Election of Directors; Appointment

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Boston Properties, Inc. (the "Company"), the sole general partner of Boston Properties Limited Partnership, held its 2024 annual meeting of stockholders (the "2024 Annual Meeting") on May 22, 2024. As described below in Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting, the stockholders approved the Fourth Amendment (the "Fourth Amendment") to the Company's 1999 Non-Qualified Employee Stock Purchase Plan (the "ESPP"). The Fourth Amendment was approved by the Company's Board of Directors on January 25, 2024, and it became effective on May 22, 2024 upon approval by the Company's stockholders. The sole purpose of the Fourth Amendment was to increase the number of shares of common stock authorized for issuance under the ESPP from 250,000 shares to 500,000 shares. This description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment filed as Exhibit 10.1 hereto and incorporated by reference herein.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders At the 2024 Annual Meeting, the stockholders of the Company (1) elected Bruce W. Duncan, Carol B. Einiger, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Timothy J. Naughton, Owen D. Thomas, William H. Walton, III and Derek Anthony (Tony) West to the Company's Board of Directors, (2) approved a non-binding, advisory vote on named executive officer compensation, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, (3) approved the Fourth Amendment and (4) ratified the Audit Committee's appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The following is a statement of the number of votes cast for and against each director nominee and each other matter voted upon, as applicable. In addition, the following sets forth the number of abstentions and broker non-votes with respect to each director nominee and each other matter, as applicable. Proposal 1 - Election of Directors For Against Abstain Broker Non-Votes Bruce W. Duncan 128,744,040 8,970,538 774,157 6,082,886 Carol B. Einiger 128,522,724 9,191,430 774,581 6,082,886 Diane J. Hoskins 131,895,266 5,819,742 773,727 6,082,886 Mary E. Kipp 136,086,124 1,627,548 775,063 6,082,886 Joel I. Klein 113,214,285 24,499,017 775,433 6,082,886 Douglas T. Linde 134,878,609 2,835,098 775,028 6,082,886 Matthew J. Lustig 107,791,980 29,836,446 860,309 6,082,886 Timothy J. Naughton 136,860,710 852,733 775,292 6,082,886 Owen D. Thomas 108,351,013 21,780,422 8,357,300 6,082,886 William H. Walton, III 135,104,015 2,608,424 776,296 6,082,886 Derek Anthony (Tony) West 135,614,248 2,099,521 774,966 6,082,886 Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation For Against Abstain Broker Non-Votes 92,860,514 44,793,229 834,992 6,082,886 Proposal 3 - Fourth Amendment

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description *10.1 Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan . *101.SCH Inline XBRL Taxonomy Extension Schema Document. *101.LAB Inline XBRL Taxonomy Extension Calculation Linkbase Document *101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. *104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). *Filed herewith.

SIGNATURES

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. BOSTON PROPERTIES, INC. By: /s/ MICHAEL E. LABELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Treasurer BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its General Partner By: /s/ MICHAEL E. LABELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Treasurer Date: May 24, 2024