SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 11, 2020
Date of Report
(Date of earliest event reported)
The RMR Group Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|(Primary Standard Industrial
Classification Code Number)
Two Newton Place, 255 Washington Street, Suite 300, Newton, MA, 02458-1634
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
þ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ
|Securities registered pursuant to Section 12(b) of the Exchange Act:|
|Title Of Each Class||Trading Symbol||Name Of Each Exchange On Which Registered|
|Class A common stock, $0.001 par value per share||RMR||The Nasdaq Stock Market LLC|
|(Nasdaq Capital Market)|
In this Current Report on Form 8-K, the terms “the Company” or “its” refer to The RMR Group Inc.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of shareholders held on March 11, 2020, the Company’s shareholders voted on the election of five Directors to the Company’s Board each for a term of office continuing until the Company’s 2021 annual meeting of shareholders and until her or his respective successor is duly elected and qualifies. The following persons were elected as Directors and received the following votes:
|Jennifer B. Clark||171,837,389||531,460||1,314,707|
|Adam D. Portnoy||171,904,655||464,194||1,314,707|
|Walter C. Watkins, Jr.||169,563,041||2,805,808||1,314,707|
The Company's shareholders also ratified the appointment of Ernst & Young LLP as the Company's independent auditors to serve for the 2020 fiscal year. This proposal received the following votes:
The results reported above are final voting results.
Item 8.01. Other Events.
On March 11, 2020, the Company updated its Director compensation arrangements. A summary of the Company’s currently effective Director compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Company’s Director compensation arrangements, on March 11, 2020, the Company awarded each of the Company’s Directors 3,000 shares of Class A common stock of the Company (“Common Shares”), valued at $31.28 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
|10.1||Summary of Director Compensation|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|THE RMR GROUP INC.|
|Date: March 12, 2020||By:||/s/ Matthew P. Jordan|
|Matthew P. Jordan|
Executive Vice President,
Chief Financial Officer and Treasurer
THE RMR GROUP INC.
Summary of Director Compensation
The following is a summary of the currently effective compensation of the Directors of The RMR Group Inc. (the “Company”) for services as Directors, which is subject to modification at any time by the Board of Directors (the “Board”) or the Compensation Committee of the Board, as applicable:
|·||Each Independent Director receives an annual fee of $85,000 for services as a Director. The annual fee for any new Independent Director is prorated for the initial year.|
|·||Each Independent Director who serves as a committee chair of the Board's Audit Committee, Compensation Committee or Nominating and Governance Committee receives an additional annual fee of $17,500, $12,500 and $12,500, respectively. The committee chair fee for any new Independent Director is prorated for the initial year.|
|·||Each Director receives a grant of 3,000 of the Company’s shares of Class A common stock on the date of the first Board meeting following each annual meeting of shareholders (or, for Directors who are first elected or appointed at other times, on the day of the first Board meeting attended).|
|·||All Directors are generally reimbursed for travel expenses incurred in connection with their duties as Directors and for out of pocket costs incurred in connection with their attending certain continuing education programs.|