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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 23, 2024
BRANDYWINE REALTY TRUST
BRANDYWINE OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in charter)
Maryland
(Brandywine Realty Trust) 001-9106 23-2413352
Delaware
(Brandywine Operating Partnership, L.P.) 000-24407 23-2862640
(State or Other Jurisdiction of Incorporation (Commission file number) (I.R.S. Employer Identification Number)
or Organization)
2929 Arch Street
Suite 1800
Philadelphia
,
PA
19104
(Address of principal executive offices) (Zip Code)
(
610
)
325-5600
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares of Beneficial Interest BDN NYSE
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Brandywine Realty Trust
:
Emerging growth company
Brandywine Operating Partnership, L.P.
:
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 any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
Brandywine Realty Trust
:
Brandywine Operating Partnership, L.P.
:
-------------------------------------------------------------------------------
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Brandywine Realty Trust (the "Company")
was held on May 23, 2024. At the Annual Meeting, the Company's shareholders
voted on: (1) the election of seven trustees, each to serve for a term
expiring at the 2025 annual meeting of shareholders and until his or her
successor is duly elected and qualified; (2) the ratification of the
appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for calendar year 2024; and (3) a non-binding, advisory vote
regarding the compensation of our named executive officers. The voting results
on these proposals were as follows:
PROPOSAL 1.
Election of Trustees to serve until the next annual meeting of shareholders
and until their successors are elected and qualified.
Trustee Votes For Votes Against Abstentions Broker
Non-Votes
Reginald DesRoches 126,729,275 5,553,484 174,123 19,168,241
James C. Diggs 126,090,694 6,255,419 110,769 19,168,241
H. Richard Haverstick, Jr. 126,864,916 5,481,245 110,721 19,168,241
Terri A. Herubin 116,170,420 16,179,864 106,598 19,168,241
(1)
Joan M. Lau 131,599,795 752,489 104,598 19,168,241
Charles P. Pizzi 124,008,314 8,340,873 107,695 19,168,241
Gerard H. Sweeney 131,179,469 974,347 303,066 19,168,241
(1) On May 3, 2024, Terri A. Herubin notified the Company of her resignation
from the Company's Board of Trustees, effective May 31, 2024, as previously
disclosed in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 7, 2024.
PROPOSAL 2.
Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent
Registered Public Accountants for calendar year 2024.
Votes For Votes Against Abstentions
147,686,976 3,759,232 178,915
PROPOSAL 3.
Advisory, non-binding vote on Executive Compensation.
Votes For Votes Against Abstentions Broker Non-Votes
118,373,674 13,794,504 288,704 19,168,241
-------------------------------------------------------------------------------
Signatures
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.
B
RANDYWINE
R
EALTY
T
RUST
By: /s/ Gerard H. Sweeney
Gerard H. Sweeney
President and Chief Executive Officer
B
RANDYWINE
O
PERATING
P
ARTNERSHIP
, L.P.
B B
Y RANDYWINE
: R
EALTY
T
RUST
,
ITS
G
ENERAL
P
ARTNER
B /s/ Gerard H. Sweeney
Y
:
Gerard H. Sweeney
President and Chief Executive Officer
Date: May 23, 2024
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