Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2021, Karen E. Dykstra resigned as a director of Boston
Properties, Inc. (the "Company"), the sole general partner of Boston Properties
Limited Partnership (the "Operating Partnership"), effective as of 5:00 p.m. on
December 20, 2021, to devote more time to her other business interests.
Ms. Dykstra has confirmed to the Company's Board of the Directors (the "Board")
that her resignation was not due to a disagreement with the Company on any
matter relating to the Company's operations, policies, or practices.
On December 20, 2021, the Board appointed Mary E. Kipp as a director of the
Company to fill the vacancy created by the resignation of Ms. Dykstra. Ms. Kipp
will hold office until the Company's 2022 annual meeting of stockholders and
until her successor is duly elected and qualified or until her earlier
resignation or removal. The Board also appointed Ms. Kipp to its Audit Committee
and Sustainability Committee.
Ms. Kipp has been the President and Chief Executive Officer and a director of
both Puget Energy, Inc., an energy services holding company, and its wholly
owned subsidiary, Puget Sound Energy, Inc., the largest electric and natural gas
utility in the state of Washington, since January 2020. Prior to her appointment
as President and Chief Executive Officer, Ms. Kipp served as President of both
Puget Energy, Inc. and Puget Sound Energy, Inc. from August 2019 to December
2019. Prior to joining Puget Energy, Inc. and Puget Sound Energy, Inc., Ms. Kipp
held various positions at El Paso Electric Company (NYSE: EE) dating back to
2007, including President and Chief Executive Officer from May 2017 to August
2019 and Chief Executive Officer from December 2015 to May 2017, and she was a
member of the board of directors of El Paso Electric Company from May 2017 to
August 2019. Ms. Kipp currently serves on the boards of Energy Insurance Mutual,
Washington Roundtable, Alliance to Save Energy and Seattle University, and
previously served as deputy chair of the board of directors of the Federal
Reserve Bank of Dallas and as a director of Landis+Gyr. Ms. Kipp received her BA
from Williams College, her JD from the University of Texas School of Law, and is
an alumnus of Exeter College, Oxford University.
Pursuant to the Company's Non-Employee Director Compensation Plan, the Company
will grant Ms. Kipp a number of shares of restricted stock of the Company (or,
if elected by Ms. Kipp, LTIP Units of the Operating Partnership, or both) valued
at $62,500 on December 28, 2021, the fifth business day after her initial
appointment to the Board. The value of the grant of restricted stock or LTIP
Units was calculated by pro rating an annual grant of restricted stock or LTIP
Units with a value of $150,000 for the approximately five months from the date
of Ms. Kipp's appointment to the first anniversary of the Company's most
recently held annual meeting of stockholders. The actual number of shares of
restricted stock or LTIP Units to be granted will be determined by dividing
(1) $62,500 by (2) the closing market price of the Company's common stock on the
New York Stock Exchange on the grant date. The shares or LTIP Units will vest on
the date of the Company's 2022 annual meeting of stockholders.
In connection with Ms. Kipp's appointment to the Board, the Company, the
Operating Partnership and Ms. Kipp entered into an indemnification agreement in
substantially the same form as the Company and the Operating Partnership have
entered into with each of the Company's existing directors. The indemnification
agreement requires, among other matters, that the Company and the Operating
Partnership indemnify Ms. Kipp to the fullest extent permitted by law for all
expenses and liabilities arising out of any proceeding involving Ms. Kipp by
reason of her service as a member of the Board and advance to her related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted.

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