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    Diversified Healthcare Trust filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/2/25 4:12:55 PM ET
    $DHC
    Real Estate Investment Trusts
    Real Estate
    Get the next $DHC alert in real time by email
    false 0001075415 0001075415 2025-05-29 2025-05-29 0001075415 us-gaap:CommonStockMember 2025-05-29 2025-05-29 0001075415 DHC:SeniorNotesDue2042Member 2025-05-29 2025-05-29 0001075415 DHC:SeniorNotesDue2046Member 2025-05-29 2025-05-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 29, 2025

     

    Diversified Healthcare Trust

    (Exact Name of Registrant as Specified in Its Charter)

     

    Maryland

    (State or Other Jurisdiction of Incorporation)

     

    001-15319   04-3445278
    (Commission File Number)   (IRS Employer Identification No.)

     

    Two Newton Place,    
     255 Washington Street, Suite 300    
    Newton, Massachusetts   02458-1634
    (Address of Principal Executive Offices)   (Zip Code)

      

    617-796-8350

    (Registrant’s Telephone Number, Including Area Code)

     

    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:

     

    ¨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 Shares of Beneficial Interest   DHC   The Nasdaq Stock Market LLC
    5.625% Senior Notes due 2042   DHCNI   The Nasdaq Stock Market LLC
    6.25% Senior Notes due 2046   DHCNL   The Nasdaq Stock Market LLC

     

    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. ¨

     

     

     

     

     

    In this Current Report on Form 8-K, the term “the Company” refers to Diversified Healthcare Trust.

     

    Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    As described in Item 5.07 below, at the Company’s annual meeting of shareholders held on May 29, 2025 (the “Annual Meeting”), the Company’s shareholders approved the Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan (the “Equity Compensation Plan”), which amended and restated the Company’s existing Amended and Restated 2012 Equity Compensation Plan to increase by 3,500,000 the total number of common shares of beneficial interest, $.01 par value per share, available for awards and to extend the term of the plan until May 29, 2035, the tenth anniversary of the Annual Meeting. The Company's Trustees and officers, employees of The RMR Group LLC, consultants, advisors and other persons or entities providing management, administrative or other services to us or to our subsidiaries are eligible to receive awards under the Equity Compensation Plan.

     

    A copy of the Equity Compensation Plan that was approved by the Company’s shareholders was included as Annex A to the Company’s proxy statement for the Annual Meeting, which proxy statement was filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025 (the “2025 Proxy Statement”), and is available at the SEC’s website at www.sec.gov. The terms and conditions of the Equity Compensation Plan are described in detail in the 2025 Proxy Statement. The foregoing description of the Equity Compensation Plan is qualified in its entirety by the terms of the Equity Compensation Plan. A copy of the Equity Compensation Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

     

    Item 5.07.   Submission of Matters to a Vote of Security Holders.

     

    At the Annual Meeting, the Company’s shareholders voted on the election of seven Trustees to the Company’s Board of Trustees each for a one year term of office continuing until the Company’s 2026 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   166,303,992   4,876,315   30,246,011
    Alan Felder   166,835,261   4,345,046   30,246,011
    Lisa Harris Jones   144,391,470   26,788,837   30,246,011
    Phyllis M. Hollis   165,010,370   6,169,937   30,246,011
    Dawn K. Neher   165,297,938   5,882,369   30,246,011
    Adam Portnoy   134,285,987   36,894,320   30,246,011
    Jeffrey P. Somers   131,452,805   39,727,502   30,246,011

     

    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 2025 Proxy Statement. This proposal received the following votes:

     

    For  Against  Abstain  Broker Non-Votes
    162,374,717  8,618,238  187,352  30,246,011

     

    As described above in Item 5.02, the Company’s shareholders also voted on the approval of the Equity Compensation Plan. This proposal received the following votes:

     

    For  Against  Abstain  Broker Non-Votes
    164,766,615  6,237,228  176,464  30,246,011

     

     

     

     

    The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2025 fiscal year. This proposal received the following votes:

     

    For  Against  Abstain  Broker Non-Votes
    199,066,139  2,225,458  134,721  N/A

     

    The results reported above are final voting results.

     

    Item 9.01.   Financial Statements and Exhibits.

     

    Exhibit
    Number
      Description
    10.1   Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan (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 2, 2025

     

     

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