Item 5.07. Submission of Matters to a Vote of Security Holders
Boston Properties, Inc. (the "Company"), the sole general partner of Boston
Properties Limited Partnership, held its 2020 annual meeting of stockholders
(the "2020 Annual Meeting") in a virtual meeting format via live audio webcast
on May 20, 2020. At the 2020 Annual Meeting, the stockholders of the Company
were asked to (1) elect Kelly A. Ayotte, Bruce W. Duncan, Karen E. Dykstra,
Carol B. Einiger, Diane J. Hoskins, Joel I. Klein, Douglas T. Linde, Matthew J.
Lustig, Owen D. Thomas, David A. Twardock and William H. Walton, III to the
Company's Board of Directors, (2) cast a non-binding, advisory vote on named
executive officer compensation, as disclosed in the Company's proxy statement
pursuant to Item 402 of Regulation S-K, and (3) ratify the Audit Committee's
appointment of PricewaterhouseCoopers LLP ("PWC") as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2020.
At the 2020 Annual Meeting, the stockholders elected all eleven director
nominees, approved the advisory resolution on the compensation of the Company's
named executive officers and ratified the appointment of PWC as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2020.
The following is a statement of the number of votes cast for and against each
director nominee and each other matter voted upon, as applicable. In addition,
the following sets forth the number of abstentions and broker non-votes with
respect to each director nominee and each other matter, as applicable.
Proposal 1 - Election of Directors
For Against Abstain Broker Non-Votes
Joel I. Klein 137,303,766 2,382,082 82,893 3,376,674
Kelly A. Ayotte 135,629,067 4,056,015 83,659 3,376,674
Bruce W. Duncan 123,589,762 16,096,006 82,973 3,376,674
Karen E. Dykstra 139,600,711 84,837 83,193 3,376,674
Carol B. Einiger 136,359,902 3,325,968 82,871 3,376,674
Diane J. Hoskins 139,591,619 93,950 83,172 3,376,674
Douglas T. Linde 137,808,430 1,879,223 81,088 3,376,674
Matthew J. Lustig 138,188,273 1,485,505 94,963 3,376,674
Owen D. Thomas 139,042,568 645,207 80,966 3,376,674
David A. Twardock 132,677,757 6,980,771 110,213 3,376,674
William H. Walton, III 139,597,341 86,617 84,783 3,376,674
Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation
For Against Abstain Broker Non-Votes
123,698,424 15,911,869 158,448 3,376,674
Proposal 3 - Ratification of Appointment of PWC
For Against Abstain Broker Non-Votes
138,327,163 4,736,949 81,303 0
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