Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Share Award Plan
As described in Item 5.07 below, at the Company's annual meeting of shareholders
held on May 27, 2021 (the "Annual Meeting"), the Company's shareholders approved
the Amended and Restated Tremont Mortgage Trust 2017 Equity Compensation Plan
(the "Equity Compensation Plan"), which amended and restated the predecessor
Tremont Mortgage Trust 2017 Equity Compensation Plan to increase by 350,000 the
total number of common shares of beneficial interest, $0.01 par value ("Common
Shares"), available for awards under the plan and extended the term of the plan
until May 27, 2031, the tenth anniversary of the Annual Meeting.
A copy of the Equity Compensation Plan was included as Annex A to the
Company's proxy statement for the Annual Meeting, which proxy statement was
filed with the Securities and Exchange Commission (the "SEC"), on March 25,
2021 (the "2021 Proxy Statement"), and is available at the SEC's website at
www.sec.gov. The terms and conditions of the Equity Compensation Plan are
described in detail in the 2021 Proxy Statement. The foregoing description of
the Equity Compensation Plan is qualified in its entirety by the terms of the
Equity Compensation Plan. A copy of the Equity Compensation Plan is attached
hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's shareholders voted on the election of
William A. Lamkin as an Independent Trustee in Class I of the Board for a three
year term of office continuing until the Company's 2024 annual meeting of
shareholders and until his successor is duly elected and qualifies. Mr. Lamkin
received the following votes:
For Withhold Broker Non-Votes
3,580,276 433,479 2,088,587
The Company's shareholders also voted on the election of Matthew P. Jordan as a
Managing Trustee in Class I of the Board for a three year term of office
continuing until the Company's 2024 annual meeting of shareholders and until his
successor is duly elected and qualifies. Mr. Jordan received the following
votes:
For Withhold Broker Non-Votes
3,709,062 304,693 2,088,587
The Company's shareholders also voted on the approval of the Equity Compensation
Plan. This proposal received the following votes:
For Against Abstain Broker Non-Votes
3,563,338 429,905 20,512 2,088,587
The Company's shareholders also ratified the appointment of Deloitte & Touche
LLP as the Company's independent auditors to serve for the 2021 fiscal year.
This proposal received the following votes:
For Against Abstain Broker Non-Votes
6,059,123 29,827 13,392 -
The results reported above are final voting results.
Item 8.01. Other Events.
On May 27, 2021, the Company continued its current Trustee compensation
arrangements. A summary of the Company's currently effective Trustee
compensation arrangements is filed as Exhibit 10.2 hereto and is incorporated
herein by reference.
Consistent with the Company's Trustee compensation arrangements, on May 27,
2021, the Company awarded each of the Company's Trustees 3,000 common shares of
beneficial interest, $0.01 par value, of the Company (the "Common Shares")
valued at $6.11 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 Amended and Restated Tremont Mortgage Trust 2017 Equity Compensation
Plan
10.2 Summary of Trustee Compensation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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