Item 5.07. Submission of Matters to a Vote of Security Holders
Boston Properties, Inc. (the "Company"), the sole general partner ofBoston Properties Limited Partnership , held its 2023 annual meeting of stockholders (the "2023 Annual Meeting") onMay 23, 2023 . At the 2023 Annual Meeting, the stockholders of the Company (1) electedKelly A. Ayotte ,Bruce W. Duncan ,Carol B. Einiger ,Diane J. Hoskins ,Mary E. Kipp ,Joel I. Klein ,Douglas T. Linde ,Matthew J. Lustig ,Owen D. Thomas ,William H. Walton , III andDerek Anthony (Tony) West to the Company's Board of Directors, (2) approved 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) approved on a non-binding, advisory basis the frequency of every year for holding the advisory vote on named executive officer compensation and (4) ratified the Audit Committee's appointment ofPricewaterhouseCoopers LLP ("PWC") as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2023 . The Company currently intends to hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation. 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, and with respect to the non-binding, advisory vote on the frequency of holding the advisory vote on named executive officer compensation, the number of votes cast for a frequency of every year, every two years and every three years. 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 Kelly A. Ayotte 127,535,365 10,841,866 719,830 5,213,520 Bruce W. Duncan 135,137,654 3,239,154 720,253 5,213,520 Carol B. Einiger 131,241,226 7,139,424 716,411 5,213,520 Diane J. Hoskins 135,217,885 3,162,860 716,316 5,213,520 Mary E. Kipp 136,694,686 1,650,179 752,196 5,213,520 Joel I. Klein 125,045,658 13,331,316 720,087 5,213,520 Douglas T. Linde 136,361,114 2,012,864 723,083 5,213,520 Matthew J. Lustig 124,407,412 13,965,337 724,312 5,213,520 Owen D. Thomas 112,560,986 18,328,354 8,207,721 5,213,520 William H. Walton, III 137,100,946 1,272,901 723,214 5,213,520 Derek Anthony (Tony) West 137,669,762 702,686 724,613 5,213,520 Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation For Against Abstain Broker Non-Votes 123,768,210 14,503,681 825,170 5,213,520
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Proposal 3 - Non-binding, Advisory Vote on Frequency of Holding the Non-binding, Advisory Vote on Named Executive Officer Compensation
One Year Two Years Three Years Abstain Broker Non-Votes 135,236,723 24,399 3,109,085 726,854 5,213,520
Proposal 4 - Ratification of Appointment of
For Against Abstain Broker Non-Votes 138,013,696 6,213,179 83,706 0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description *101.SCH Inline XBRL Taxonomy Extension Schema Document. *101.LAB Inline XBRL Taxonomy Extension Calculation 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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