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 22, 2019
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
(Exact name of registrant as specified in charter)
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Maryland (Brandywine Realty Trust) |
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001-9106 |
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23-2413352 |
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Delaware (Brandywine Operating Partnership, L.P.) |
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000-24407 (Commission file number) |
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23-2862640 (I.R.S. Employer Identification Number) |
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(State or Other Jurisdiction of Incorporation or Organization) |
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2929 Walnut Street, Suite 1700
Philadelphia, PA 19104
(Address of principal executive offices)
(610) 325-5600
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common Shares of Beneficial Interest, par value $0.01 per share |
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BDN |
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NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Brandywine Realty Trust was held on May 22, 2019. At the Annual Meeting, the Company’s shareholders voted on: (1) the election of eight trustees, each to serve for a term expiring at the 2020 annual meeting of shareholders and until his or her successor is duly elected and qualified; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2019; and (3) a non-binding, advisory vote regarding the compensation of our named executive officers. The voting results on these proposals were as follows:
Proposal 1: Election of Eight Trustees.
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Trustee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Michael J. Joyce |
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141,299,744 |
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14,543,613 |
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148,155 |
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4,952,327 |
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Anthony A. Nichols, Sr. |
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136,855,459 |
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18,985,914 |
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150,139 |
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4,952,327 |
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Gerard H. Sweeney |
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145,114,018 |
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10,724,286 |
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153,208 |
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4,952,327 |
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James C. Diggs |
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152,808,121 |
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3,033,315 |
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150,076 |
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4,952,327 |
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Wyche Fowler |
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141,470,475 |
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14,372,710 |
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148,327 |
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4,952,327 |
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H. Richard Haverstick, Jr. |
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153,255,468 |
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2,615,963 |
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150,081 |
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4,952,327 |
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Terri A. Herubin |
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153,257,911 |
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2,587,271 |
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146,330 |
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4,952,327 |
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Charles P. Pizzi |
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132,405,660 |
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22,345,507 |
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1,240,345 |
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4,952,327 |
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2019.
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Votes For |
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Votes Against |
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Abstentions |
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158,267,562 |
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2,504,916 |
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171,361 |
Proposal 3: Advisory, non-binding vote on the compensation of our named executive officers.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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143,401,615 |
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12,396,613 |
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193,284 |
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4,952,327 |
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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.
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Brandywine Realty Trust |
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By: |
/s/ Gerard H. Sweeney |
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Gerard H. Sweeney |
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President and Chief Executive Officer |
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Brandywine Operating Partnership, L.P. By:Brandywine Realty Trust,
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By: |
/s/ Gerard H. Sweeney |
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Gerard H. Sweeney |
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President and Chief Executive Officer |
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Date: May 23, 2019
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