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 11, 2023

  

Franklin Street Properties Corp.

(Exact name of registrant as specified in its charter)

 

Maryland		001-32470		04-3578653
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

401 Edgewater Place, Suite 200, Wakefield, Massachusetts		01880
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (781) 557-1300

 

 

(Former name or former address, if changed since last report.)

 

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):

 

¨    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 Stock, $.0001 par value per share		FSP		NYSE American

 

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. ¨

 

 

 

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

 

Franklin Street Properties Corp., a Maryland corporation (the “Company”), held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) on May 11, 2023. The 2023 Annual Meeting was called for the following purposes: (1) to elect eight directors, each to serve for a one-year term expiring at the 2024 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified, (2) to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, (3) to approve, by non-binding vote, the Company’s executive compensation, and (4) to recommend, by non-binding vote, the frequency of future executive compensation advisory votes.

 

(1) The following table sets forth the names of the directors elected at the 2023 Annual Meeting for a new one-year term expiring at the 2024 Annual Meeting of Stockholders and the final number of votes cast for or against each director and the number of broker non-votes.

 

Name		For		Against		Broker Non-Votes
George J. Carter		76,825,472		2,627,997		5,873,890
Georgia Murray		76,460,764		2,992,705		5,873,890
Brian N. Hansen		78,025,926		1,427,543		5,873,890
John N. Burke		75,448,190		4,005,279		5,873,890
Dennis J. McGillicuddy		77,092,567		2,360,902		5,873,890
Kenneth A. Hoxsie		71,532,799		7,920,670		5,873,890
Kathryn P. O’Neil		76,675,782		2,777,687		5,873,890
Milton P. Wilkins, Jr.		77,275,415		2,178,054		5,873,890

 

(2) The proposal to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved. The final number of votes cast for, against or abstaining from voting on that proposal are listed below.

 

For		Against		Abstain
83,571,677		1,681,939		73,743

 

(3) The proposal to approve, by non-binding vote, the Company’s executive compensation was approved. The final number of votes cast for, against or abstaining from voting on that proposal and broker non-votes are listed below.

 

For		Against		Abstain		Broker Non-Votes
76,936,220		2,357,171		160,078		5,873,890

 

(4) The stockholders recommended, by non-binding vote, that future votes on the Company’s executive compensation be held every year. The final number of votes cast for “1 YEAR”, “2 YEARS”, “3 YEARS” or abstaining from voting on that proposal are listed below.

 

1 YEAR		2 YEARS		3 YEARS		Abstain
76,571,595		52,759		2,721,227		107,888

 

After taking into consideration the voting results of the frequency proposal and the prior recommendation of the Company’s board of directors in favor of an annual executive compensation advisory vote, the Company intends to hold executive compensation advisory votes every year. 

 

 

SIGNATURES

 

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.

 

	FRANKLIN STREET PROPERTIES CORP.
	By:	/s/ Scott H. Carter
		Scott H. Carter
		Executive Vice President, General Counsel and Secretary

Date: May 11, 2023