Independent
Tenure on this board
6.3 yrs
7 nominees · 3 ballot items.
Elect seven trustee nominees to the Board; a non-binding advisory vote to approve the company’s executive compensation (Say-on-Pay); and ratification of Deloitte & Touche LLP as independent auditors for the 2026 fiscal year.
Elect the Trustee nominees identified in the proxy statement (Laurie B. Burns, Robert E. Cramer, Donna D. Fraiche, William A. Lamkin, Rajan C. Penkar, Christopher J. Bilotto and Adam Portnoy) to the Board of Trustees to serve until the 2027 annual meeting.
A non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the company’s named executive officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to validate its pay practices and to obtain shareholder feedback on its approach to executive pay, which is particularly important given the Company’s relationship with its external manager, The RMR Group LLC (RMR), which employs and pays the named executives and provides services under management agreements. The Company’s Compensation Committee and Board emphasize a pay-for-performance philosophy: much of executive compensation is performance-based and includes equity awards under the Share Award Plan, with discretionary cash bonuses paid by RMR and equity awards by the Company to align incentives. Notable context includes that the Company does not directly pay cash salaries to its NEOs (they are paid by RMR), that the Share Award Plan provides time-based vesting and potential acceleration on change-in-control or termination events, and that RMR’s incentive arrangements are tied to relative performance metrics. The Board recommends a FOR vote arguing the program aligns long-term interests of management and shareholders and that the Compensation Committee will consider the outcome of the advisory vote when making future decisions. The vote is non-binding, so it will not compel changes, but a strong negative or positive result would inform future compensation design and disclosures; shareholders should consider the interplay between RMR’s compensation of NEOs, the Company’s share awards, and governance practices when evaluating the merits of the proposal. Given the complexity of the RMR relationship and shared services model, analysts should weigh whether disclosed metrics and governance safeguards (committee oversight, peer benchmarking, vesting schedules) sufficiently mitigate potential conflicts and align incentives with sustainable shareholder value creation.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Yorkville Advisors Global, LP | 3.22% | 20,833,333 | $28M |
| 2 | CAPITAL MANAGEMENT CORP /VA | 1.27% | 8,207,980 | $11M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.24% | 8,022,510 | $11M |
| 4 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.21% | 7,834,752 | $11M |
| 5 | Nantahala Capital Management, LLC | 1.09% | 7,057,887 | $10M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.08% | 6,975,424 | $9M |
| 7 | BlackRock, Inc. | 1.05% | 6,799,386 | $9M |
| 8 | GOLDMAN SACHS GROUP INC | 0.95% | 6,160,389 | $8M |
| 9 | BlackRock, Inc. | 0.92% | 5,965,289 | $8M |
| 10 | STATE STREET CORP | 0.67% | 4,338,515 | $6M |
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