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 16, 2024
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 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) on May 16, 2024. The 2024 Annual Meeting was called for the following purposes: (1) to elect seven directors, each to serve for a one-year term expiring at the 2025 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, 2024, and (3) to approve, by non-binding vote, the Company’s executive compensation.
(1) The following table sets forth the names of the directors elected at the 2024 Annual Meeting for a new one-year term expiring at the 2025 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 | | 61,935,007 | | 2,137,348 | | 16,315,043 |
| Georgia Murray | | 60,042,170 | | 4,030,185 | | 16,315,043 |
| Brian N. Hansen | | 59,701,887 | | 4,370,468 | | 16,315,043 |
| John N. Burke | | 59,282,397 | | 4,789,958 | | 16,315,043 |
| Dennis J. McGillicuddy | | 62,303,094 | | 1,769,261 | | 16,315,043 |
| Kenneth A. Hoxsie | | 58,429,338 | | 5,643,017 | | 16,315,043 |
| Milton P. Wilkins, Jr. | | 60,525,504 | | 3,546,851 | | 16,315,043 |
(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, 2024 was approved. The final number of votes cast for, against or abstaining from voting on that proposal are listed below.
| For | | Against | | Abstain |
| 78,668,248 | | 1,297,626 | | 421,524 |
(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 |
| 59,819,506 | | 3,773,782 | | 479,067 | | 16,315,043 |
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 17, 2024
