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Submission of Matters to a Vote of Security Holders – Form 8-K

bdn-20230525


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 25, 2023
BRANDYWINE REALTY TRUST
BRANDYWINE OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in charter)
Maryland
(Brandywine Realty Trust)
001-9106
23-2413352
Delaware
(Brandywine Operating Partnership, L.P.)
000-24407
23-2862640
(State or Other Jurisdiction of Incorporation
or Organization)
(Commission file number)
(I.R.S. Employer Identification Number)
2929 Arch Street
Suite 1800
Philadelphia, PA19104
(Address of principal executive offices) (Zip Code)
(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):
☐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
BDN
NYSE
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).
Brandywine Realty Trust:
Emerging growth company☐
Brandywine Operating Partnership, L.P.:
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.
Brandywine Realty Trust:☐
Brandywine Operating Partnership, L.P.:☐


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 25, 2023. At the Annual Meeting, the Company's shareholders voted on: (1) the election of seven trustees, each to serve for a term expiring at the 2024 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 2023; (3) a non-binding, advisory vote regarding the compensation of our named executive officers; (4) a non-binding, advisory vote regarding the frequency of an advisory vote on Executive Compensation; and (5) adoption of the 2023 Long-Term Incentive Plan. The voting results on these proposals were as follows:

PROPOSAL 1.Election of Trustees to serve until the next annual meeting of shareholders and until their successors are elected and qualified.
Trustee Votes For Votes Against Abstentions Broker
Non-Votes
James C. Diggs 133,854,838 4,123,834 891,915 12,361,207
Reginald DesRoches 134,775,578 3,199,640 895,369 12,361,207
H. Richard Haverstick, Jr. 134,584,589 3,391,232 894,766 12,361,207
Terri Herubin 118,620,088 19,375,004 875,495 12,361,207
Joan Lau 137,253,809 1,428,456 188,322 12,361,207
Charles P. Pizzi 129,376,498 8,604,769 889,320 12,361,207
Gerard H. Sweeney 137,345,255 1,322,914 202,418 12,361,207
PROPOSAL 2.Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for calendar year 2023.
Votes For Votes Against Abstentions
147,864,111 3,102,419 265,264

PROPOSAL 3.Advisory, non-binding vote on Executive Compensation.
Votes For Votes Against Abstentions Broker Non-Votes
127,990,884 10,608,349 271,354 12,361,207
PROPOSAL 4.Advisory, non-binding vote on frequency of an advisory vote on Executive Compensation.
1 YEAR 2YEARS 3 YEARS Abstentions Broker Non-Votes
134,846,302 72,830 3,747,422 204,033 12,361,207

The Company has considered the shareholder vote regarding the frequency of shareholder advisory votes on the compensation of the named executive officers of the Company and intends to hold an advisory vote on the compensation of the named executive officers every year until the next vote on frequency, which will be no later than the Company's Annual Meeting of Stockholders in 2029.




PROPOSAL 5.Adoption of the 2023 Long-Term Incentive Plan.
Votes For Votes Against Abstentions Broker Non-Votes
128,462,564 10,143,931 264,092 12,361,207

Item 9.01 Financial Statements and Exhibits



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.
BRANDYWINEREALTYTRUST
By: /s/ Gerard H. Sweeney
Gerard H. Sweeney
President and Chief Executive Officer
BRANDYWINEOPERATINGPARTNERSHIP, L.P.
BY:
BRANDYWINEREALTYTRUST,ITSGENERALPARTNER
BY:
 /s/ Gerard H. Sweeney
Gerard H. Sweeney
President and Chief Executive Officer
Date: May 26, 2023

Disclaimer

Brandywine Realty Trust published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2023 12:59:00 UTC.

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