--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-070872" form_type: "8-K" ticker: "OPIRQ" cik: "0001456772" company_name: "OFFICE PROPERTIES INCOME TRUST" filed_at: "2023-06-13T23:59:59+00:00" generated_at: "2026-06-14T01:57:46.514760+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Office Properties Income Trust holds annual meeting, reelects trustees, adopts universal proxy bylaw changes ## Summary - All nine trustee nominees elected, including Adam D. Portnoy with 24.9M for vs 11.2M withheld. - Say-on-pay advisory resolution passed with 32.9M votes for, 2.9M against. - Shareholders preferred annual advisory vote on executive compensation (34.5M one year). - Ratified Deloitte & Touche as independent auditor for 2023 (41.5M for). - Board adopted amended bylaws to comply with SEC's universal proxy rules (Rule 14a-19). ## SEC filing metadata - accession: 0001104659-23-070872 - form_type: 8-K - ticker: OPIRQ - cik: 0001456772 - company_name: OFFICE PROPERTIES INCOME TRUST - filed_at: 2023-06-13T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1456772/000110465923070872/0001104659-23-070872-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1456772/000110465923070872/tm2317972d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-070872 - JSON: https://secwatch.observer/filing/0001104659-23-070872.json - Plain text: https://secwatch.observer/filing/0001104659-23-070872.txt ## Key facts - Governance Changes OFFICE PROPERTIES INCOME TRUST: The company amended its bylaws to address Universal Proxy Rules and certain technical updates (effective 2023-06-13). - Change: bylaw amendment - Effective: 2023-06-13 source text: On June 13, 2023 the Board of Trustees (the “Board”) of the Company approved and adopted the Company’s Second Amended and Restated Bylaws (the “Amended Bylaws”). The Amended Bylaws address Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”) and certain technical updates. evidence_url: https://www.sec.gov/Archives/edgar/data/1456772/000110465923070872/0001104659-23-070872-index.htm - Shareholder Votes OFFICE PROPERTIES INCOME TRUST shareholders approved Non-binding advisory resolution on the compensation paid to the Company's named executive officers at the 2023-06-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-13 source text: 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 Annual Meeting. This proposal received the following votes: For Against Abstain Broker Non-Votes 32,889,971 2,901,605 286,758 6,292,746 evidence_url: https://www.sec.gov/Archives/edgar/data/1456772/000110465923070872/0001104659-23-070872-index.htm - Shareholder Votes OFFICE PROPERTIES INCOME TRUST shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditors for the 2023 fiscal year at the 2023-06-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-13 source text: The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2023 fiscal year. This proposal received the following votes: For Against Abstain Broker Non-Votes 41,530,160 573,527 267,393 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1456772/000110465923070872/0001104659-23-070872-index.htm - Shareholder Votes OFFICE PROPERTIES INCOME TRUST shareholders approved Election of nine Trustees to the Board each for a one year term of office continuing until the Company's 2024 annual meeting at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: The following persons were elected as Trustees and received the following votes: Nominee Votes For Withhold Broker Non-Votes Jennifer B. Clark 34,582,995 1,495,339 6,292,746 Donna D. Fraiche 34,628,628 1,449,706 6,292,746 Barbara D. Gilmore 34,093,551 1,984,783 6,292,746 John L. Harrington 34,011,799 2,066,535 6,292,746 William A. Lamkin 34,613,554 1,464,780 6,292,746 Elena B. Poptodorova 29,621,065 6,457,269 6,292,746 Adam D. Portnoy 24,896,092 11,182,242 6,292,746 Jeffrey P. Somers 29,097,711 6,980,623 6,292,746 Mark A. Talley 34,957,946 1,120,388 6,292,746 evidence_url: https://www.sec.gov/Archives/edgar/data/1456772/000110465923070872/0001104659-23-070872-index.htm - Shareholder Votes OFFICE PROPERTIES INCOME TRUST shareholders approved Non-binding advisory vote on the frequency of future shareholder advisory votes to approve executive compensation at the 2023-06-13 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-13 source text: The Company’s shareholders also voted on a non-binding advisory vote on the frequency of future shareholder advisory votes to approve executive compensation. This proposal received the following votes: One Year Two Years Three Years Abstain Broker Non-Votes 34,475,915 111,478 1,300,630 190,311 6,292,746 evidence_url: https://www.sec.gov/Archives/edgar/data/1456772/000110465923070872/0001104659-23-070872-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.