Item 5.03.       Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On June 1, 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.

Sections 2.13.1, 2.13.5 and 2.17 of the Amended Bylaws have been updated to address the Universal Proxy Rules, including (i) to update the procedures and information requirements for the nomination of persons, other than the Company's nominees, for election to the Board of Trustees of the Company, pursuant to Rule 14a-19, (ii) to provide the chairperson of the meeting and the Board of Trustees the power to declare a nomination defective and to disregard such defective nomination if it is determined that a solicitation in support of nominees other than the Company's was not conducted in compliance with Rule 14a-19 and (iii) to incorporate other technical changes in light of Rule 14a-19.

The foregoing summary description of the Amended Bylaws is not intended to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended Bylaws indicating changes made to the Company's bylaws as they existed immediately prior to the adoption of the Amended Bylaws is attached as Exhibit 3.3




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

At the Company's annual meeting of shareholders held on June 1, 2023 (the "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 2024 annual meeting of shareholders and until his, her or their respective successor is duly elected and qualifies. The following persons were elected as Trustees and received the following votes:





                                                 Broker
Nominee               Votes For     Withhold    Non-Votes
Bruce M. Gans, M.D.   40,185,668   4,955,504    8,109,527
Lisa Harris Jones     28,670,777   16,470,395   8,109,527
Matthew P. Jordan     40,031,552   5,109,620    8,109,527
Joseph L. Morea       38,002,026   7,139,146    8,109,527
Kevin C. Phelan       30,938,461   14,202,711   8,109,527
Adam D. Portnoy       25,866,666   19,274,506   8,109,527
June S. Youngs        40,302,905   4,838,267    8,109,527

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 Annual Meeting. This proposal received the following votes:





   For        Against    Abstain   Broker Non-Votes
38,537,675   6,374,083   229,414      8,109,527

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
49,545,852   3,567,483   137,364         N/A

The results reported above are final voting results.




Item 9.01.     Financial Statements and Exhibits.



(d) Exhibits.




    3.2     Second Amended and Restated Bylaws of the Company, as of June 1,
          2023
    3.3     Second Amended and Restated Bylaws of the Company, as of June 1, 2023
          (marked copy)
  104     Cover Page Interactive Data File. (Embedded within the Inline XBRL
          document.)

© Edgar Online, source Glimpses