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

On March 30, 2022, the Company filed a Current Report on Form 8-K regarding the election of David A. Pierce to the Board of Trustees (the "Board"). On June 2, 2022, the Board appointed Mr. Pierce to serve on the Audit Committee and the Compensation Committee of the Board.

As described in Item 5.07 below, at the Company's annual meeting of shareholders held on June 2, 2022 (the "Annual Meeting"), the Company's shareholders approved the Diversified Healthcare Trust Amended and Restated 2012 Equity Compensation Plan (the "Equity Compensation Plan"), which amended and restated the Company's existing 2012 Equity Compensation Plan to, among other things, increase by 2,250,000 the total number of common shares of beneficial interest, $0.01 par value ("Common Shares") available for awards and to extend the term of the plan until June 2, 2032, the tenth anniversary of the Annual Meeting. Our Trustees and officers, employees of The RMR Group LLC, consultants, advisors or other persons or entities providing management, administrative or other services to us or to our subsidiaries are eligible to receive awards under the Equity Compensation Plan.

A copy of the Equity Compensation Plan that was approved by the Company's shareholders was included as Annex A to the Company's proxy statement for the Annual Meeting, which proxy statement was filed with the Securities and Exchange Commission (the "SEC") on March 29, 2022 (the "2022 Proxy Statement"), and is available at the SEC's website at www.sec.gov. The terms and conditions of the Equity Compensation Plan are described in detail in the 2022 Proxy Statement. The foregoing description of the Equity Compensation Plan is qualified in its entirety by the terms of the Equity Compensation Plan. A copy of the Equity Compensation Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.




Item 5.07.  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's shareholders voted on the election of four Trustees to the Board each for a one year term of office continuing until the Company's 2023 annual meeting of shareholders and until his, her or their respective successor is duly elected and qualifies. The following persons were elected as Trustees and received the following votes:






Nominee                Votes For     Withhold    Broker Non-Votes
Jennifer F. Francis   181,364,911   4,278,286       18,512,643
John L. Harrington    134,145,516   51,497,681      18,512,643
Lisa Harris Jones     148,491,431   37,151,766      18,512,643
Adam D. Portnoy       124,861,807   60,781,390      18,512,643

The Company's shareholders also voted on a non-binding advisory resolution on the compensation paid to the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company's 2022 Proxy Statement. This proposal received the following votes:





    For        Against     Abstain   Broker Non-Votes
167,704,447   17,582,008   356,742      18,512,643

As described above in Item 5.02, the Company's shareholders also voted on the approval of the Diversified Healthcare Trust Amended and Restated 2012 Equity Compensation Plan. This proposal received the following votes:





    For        Against    Abstain   Broker Non-Votes
180,220,940   5,031,848   390,409      18,512,643

The Company's shareholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors to serve for the 2022 fiscal year. This proposal received the following votes:

For Against Abstain Broker Non-Votes 202,937,812 846,834 371,194 N/A

The results reported above are final voting results.




Item 8.01.  Other Events.



Trustee Compensation

Also on June 2, 2022, the Company updated its Trustee compensation arrangements. A summary of the Company's currently effective Trustee compensation arrangements is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Consistent with the Company's Trustee compensation arrangements, on June 2, 2022, the Company awarded each of the Company's Trustees 20,000 of the Company's Common Shares.




Item 9.01.  Financial Statements and Exhibits.



(d)     Exhibits.



                 Diversified Healthcare Trust Amended and Restated 2012 Equity
        10.1   Compensation Plan
        10.2     Summary of Trustee Compensation
               Cover Page Interactive Data File (embedded within the Inline XBRL
      104      document).

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