Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 9, 2020, David M. Blackman announced his decision to retire and
therefore resign as our President and Chief Executive Officer, effective
December 31, 2020, and as one of our Managing Trustees, effective as of June 30,
2021 or such earlier date as his successor Managing Trustee is elected to our
Board of Trustees, or our Board. On that same date, our Board appointed
Christopher J. Bilotto, our Vice President and Chief Operating Officer, as our
successor President, effective January 1, 2021, in addition to continuing in his
current office of Chief Operating Officer.
Mr. Bilotto, age 43, has served as our Vice President since May 2019 and as our
Chief Operating Officer since May 2020. Mr. Bilotto also serves as senior vice
president of The RMR Group LLC, or RMR LLC, responsible for portfolio management
oversight for all office, industrial and retail properties managed by RMR LLC,
and is also responsible for all development and redevelopment activities at RMR
LLC across the United States. Mr. Bilotto joined RMR LLC in 2011 and has served
in various capacities with RMR LLC since that time.
Mr. Bilotto has advised us that he has no arrangement or understanding with any
other person pursuant to which he was appointed as President, and, except as set
forth below, Mr. Bilotto has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Bilotto does not have a family relationship with any member of our Board or
any of our executive officers.
Information Regarding Certain Relationships and Related Person Transactions
We have relationships and historical and continuing transactions with RMR LLC,
The RMR Group Inc., or RMR Inc., and others related to them. For example: we
have no employees and the personnel and various services we require to operate
our business are provided to us by RMR LLC pursuant to our business and property
management agreements with RMR LLC; RMR Inc. is the managing member of RMR LLC;
Adam Portnoy, the Chair of our Board of Trustees and one of our Managing
Trustees, is the sole trustee, an officer and the controlling shareholder of ABP
Trust, which is the controlling shareholder of RMR Inc., a managing director,
the president and chief executive officer of RMR Inc. and an officer and
employee of RMR LLC; David M. Blackman also serves as an officer and employee of
RMR LLC; and each of our other officers is also an officer and employee of RMR
LLC. We have relationships and historical and continuing transactions with other
companies to which RMR LLC or its subsidiaries provide management services and
some of which have trustees, directors or officers who are also trustees,
directors or officers of us, RMR LLC or RMR Inc. and some of our Trustees and
officers serve as trustees, directors or officers of these companies.
For further information about these and other such relationships and related
person transactions, please see our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020, or our Quarterly Report, our Annual Report on
Form 10-K for the year ended December 31, 2019, or our Annual Report, our
definitive Proxy Statement for our 2020 Annual Meeting of Shareholders, or our
Proxy Statement, and our other filings with the Securities and Exchange
Commission, or the SEC, including Notes 10 and 11 to our condensed consolidated
financial statements included in our Quarterly Report and the sections captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Related Person Transactions" and "Warning Concerning Forward-Looking
Statements" of our Quarterly Report, Notes 4 and 5 to our consolidated financial
statements included in our Annual Report and the sections captioned "Business",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Related Person Transactions" and "Warning Concerning Forward-Looking
Statements" of our Annual Report and the section captioned "Related Person
Transactions" and the information regarding our Trustees and executive officers
included in our Proxy Statement. In addition, please see the section captioned
"Risk Factors" of our Annual Report for a description of risks that may arise as
a result of these and other such relationships and related person transactions.
Our filings with the SEC and copies of certain of our agreements with these
related parties are publicly available as exhibits to our public filings with
the SEC and accessible at the SEC's website, www.sec.gov.
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