BOSTON PROPERTIES INC : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Boston Properties, Inc. (the "Company"), the sole general partner of Boston
Properties Limited Partnership (the "Operating Partnership"), held its 2021
annual meeting of stockholders (the "2021 Annual Meeting") in a virtual meeting
format via live audio webcast on May 20, 2021. At the 2021 Annual Meeting, the
stockholders of the Company approved the Boston Properties, Inc. 2021 Stock
Incentive Plan (the "2021 Plan"). The 2021 Plan replaces the 2012 Stock Option
and Incentive Plan (the "Prior Plan").

The material features of the 2021 Plan are:

•The maximum number of shares of common stock reserved and available for
issuance under the 2021 Plan is 5,400,000 shares less one (1) share for every
one (1) share that was granted after March 4, 2021 under the Prior Plan.
Following the effective date of the 2021 Plan, no awards may be granted under
the Prior Plan;

•Shares of common stock underlying awards granted under the 2021 Plan or the
Prior Plan that are forfeited, canceled or otherwise terminated (other than by
exercise) will be added back to the shares of common stock available for
issuance under the 2021 Plan and, with respect to "full-value" awards under the
2021 Plan or the Prior Plan, shares tendered or held back for taxes and shares
previously reserved for issuance pursuant to such an award to the extent that
such shares are not issued and are no longer issuable pursuant to such an award
(e.g., in the event that a full-value award that may be settled in cash or by
issuance of shares of common stock is settled in cash) will be added back to the
shares available for issuance under the 2021 Plan;

•The award of stock options (both incentive and non-qualified options), stock
appreciation rights, restricted stock units, restricted stock, unrestricted
stock, dividend equivalent rights, cash-based awards and other equity-based
awards (including LTIP Units, as defined in the agreement of limited partnership
of the Operating Partnership) is permitted;

•Stock options may not be repriced and "underwater" stock options may not be exchanged for another award or cash without stockholder approval; and

•The term of the 2021 Plan is for ten years from the date of stockholder approval.

A description of the 2021 Plan can be found in the Company's definitive proxy
statement on Schedule 14A for the 2021 Annual Meeting that was filed with the
Securities and Exchange Commission on April 5, 2021 (the "Proxy Statement") in
the section entitled "Proposal 3: Approval of the Boston Properties, Inc. 2021
Stock Incentive Plan," which is incorporated herein by reference. This
description is qualified in its entirety by reference to the 2021 Plan filed as
Exhibit 10.1 hereto and incorporated by reference herein.


Item 5.07.  Submission of Matters to a Vote of Security Holders
At the 2021 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 Proxy Statement pursuant to Item 402 of
Regulation S-K, (3) approve the 2021 Plan and (4) 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, 2021.

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At the 2021 Annual Meeting, the stockholders elected all eleven director
nominees, approved the advisory resolution on the compensation of the Company's
named executive officers, approved the 2021 Plan and ratified the appointment of
PWC as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2021.
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                                   131,917,048              3,634,522                   269,413                   4,964,082
Kelly A. Ayotte                           123,163,048                   12,389,075                   268,860                   4,964,082
Bruce W. Duncan                           133,350,682                    2,200,221                   270,080                   4,964,082
Karen E. Dykstra                          135,212,022                      339,105                   269,856                   4,964,082
Carol B. Einiger                          132,023,502                    3,527,782                   269,699                   4,964,082
Diane J. Hoskins                          134,908,171                      642,584                   270,228                   4,964,082
Douglas T. Linde                          134,024,686                    1,526,912                   269,385                   4,964,082
Matthew J. Lustig                         133,700,265                    1,850,646                   270,072                   4,964,082
Owen D. Thomas                            134,958,759                      592,378                   269,846                   4,964,082
David A. Twardock                         129,902,112                    5,648,455                   270,416                   4,964,082
William H. Walton, III                    135,077,725                      473,253                   270,005                   4,964,082


Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation
     For            Against         Abstain        Broker Non-Votes
 121,376,006       14,061,508       383,469           4,964,082

Proposal 3 - Boston Properties, Inc. 2021 Stock Incentive Plan

     For            Against        Abstain        Broker Non-Votes
 129,617,853       5,847,853       355,277           4,964,082

Proposal 4 - Ratification of Appointment of PWC

                     For            Against        Abstain        Broker Non-Votes
                 135,479,702       5,111,718       193,645               0

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Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.           Description
*10.1                   Boston Properties, Inc. 2021 Stock Incentive Plan.
*101.SCH              Inline XBRL Taxonomy Extension Schema Document.
*101.CAL              Inline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LAB              Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE              Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEF              Inline XBRL Taxonomy Extension Definition Linkbase Document.
*104                  Cover Page Interactive Data File (formatted as Inline

XBRL with applicable

                      taxonomy extension information contained in Exhibits 101.*).



*Filed herewith.

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