Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As described in Item 5.07 below, at the Company's annual meeting of shareholders held on March 10, 2022 (the "Annual Meeting"), the Company's shareholders approved The RMR Group Inc. Amended and Restated 2016 Omnibus Equity Plan (the "Equity Plan"), which amended and restated the Company's existing 2016 Omnibus Equity Plan to increase by 350,000 the total number of shares of Class A common stock available for awards and to extend the term of the plan until March 10, 2032, the tenth anniversary of the Annual Meeting. Employees, directors, independent contractors and consultants of the Company are eligible to receive awards under the Equity Plan.

A copy of the Equity 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 January 12, 2022 (the "2022 Proxy Statement"), and is available at the SEC's website at www.sec.gov. The terms and conditions of the Equity Plan are described in detail in that proxy statement. The foregoing description of the Equity Plan is qualified in its entirety by the terms of the Equity Plan. A copy of the Equity 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 Company's annual meeting of shareholders held on March 10, 2022, the Company's shareholders voted on the election of six Directors to the Company's Board of Directors (the "Board") each for a 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 Directors and received the following votes:





                                                             Broker
Nominee                    Votes For        Withhold        Non-Votes
Jennifer B. Clark          172,354,392         522,004       1,238,837
Ann Logan                  169,411,118       3,465,278       1,238,837
Rosen Plevneliev           168,315,514       4,560,882       1,238,837
Adam D. Portnoy            171,773,251       1,103,145       1,238,837
Jonathan Veitch            169,412,072       3,464,324       1,238,837
Walter C. Watkins, Jr.     169,405,052       3,471,344       1,238,837

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 2022 Proxy Statement. This proposal received the following votes:





     For            Against        Abstain       Broker Non-Votes
  170,508,041       2,087,325       281,030           1,238,837

The Company's shareholders also voted on a non-binding advisory vote on the frequency of future shareholder advisory votes to approve executive compensation. This proposal received the following votes:





  One Year         Two Years       Three Years       Abstain       Broker Non-Votes
  172,439,392         23,370          260,198         153,436          1, 238,837

Consistent with the shareholder vote, the Board has determined that it will hold a non-binding, advisory vote on the compensation paid to the Company's named executive officers every year. The Board may, in its discretion, determine to change the frequency with which the Company holds this vote.





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As described above in Item 5.02, the Company's shareholders also voted on the approval of The RMR Group Inc. Amended and Restated 2016 Omnibus Equity Plan. This proposal received the following votes:





     For           Against       Abstain       Broker Non-Votes
  172,381,378       236,961       258,057           1,238,837

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
  174,056,331       35,104       23,798                 -

The results reported above are final voting results.




 Item 8.01. Other Events.

Board Committee and Other Appointments

On March 10, 2022, the Board appointed Independent Director, Mr. Jonathan Veitch, to serve as the Chair of the Nominating and Governance Committee. On March 10, 2022, the Independent Directors selected Mr. Rosen Plevneliev to serve as the Lead Independent Director. The Board also selected Mr. Adam Portnoy to serve as Chair of the Board.





Director Compensation

Also on March 10, 2022, the Company updated its Director compensation arrangements. A summary of the Company's currently effective Director compensation arrangements is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Consistent with the Company's Director compensation arrangements, on March 10, 2022, the Company awarded each of the Company's Directors 3,000 shares of Class A common stock of the Company ("Common Shares"), valued at $30.36 per share, the closing price of the Common Shares on The Nasdaq Stock Market LLC on that date.

Item 9.01. Financial Statements and Exhibits






 (d) Exhibits




    10.1     The RMR Group Inc. Amended and Restated 2016 Omnibus Equity Plan

    10.2     Summary of Director Compensation

  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)




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