DIVERSIFIED HEALTHCARE TRUST 8-K

What Happened

• Diversified Healthcare Trust (DHC) filed an 8-K on June 12, 2026 reporting the results of its annual meeting held June 10, 2026. Seven trustees were elected to one‑year terms to serve until the 2027 annual meeting. The company’s non‑binding advisory vote on executive compensation ("say-on-pay") was approved, and Deloitte & Touche LLP was ratified as independent auditors for fiscal 2026. The filing states the reported vote totals are final.

Key Details

• Trustees elected and vote totals (For / Withhold / Broker Non‑Votes):
  • Christopher J. Bilotto: 181,906,682 / 3,763,430 / 17,192,383
  • Alan Felder: 182,044,604 / 3,625,508 / 17,192,383
  • Lisa Harris Jones: 160,305,823 / 25,364,289 / 17,192,383
  • Phyllis M. Hollis: 181,544,266 / 4,125,846 / 17,192,383
  • Dawn K. Neher: 176,872,256 / 8,797,856 / 17,192,383
  • Adam Portnoy: 144,455,435 / 41,214,677 / 17,192,383
  • Jeffrey P. Somers: 146,947,873 / 38,722,239 / 17,192,383
• Say‑on‑pay (advisory vote on named executive officers’ compensation): For 176,612,032 / Against 8,812,215 / Abstain 245,865 / Broker Non‑Votes 17,192,383.
• Auditor ratification: Deloitte & Touche LLP ratified as independent auditors for 2026 — For 202,537,283 / Against 221,495 / Abstain 103,717.

Why It Matters

• Board control and oversight: Election of the seven trustees determines the board that will oversee strategy, governance and management through the next year. Vote margins show majority support for each nominee, though some nominees received materially higher withhold votes.
• Investor signals: The approved say‑on‑pay is a non‑binding indicator of shareholder support for executive compensation practices; the vote was decisively in favor but with notable dissent on some ballots.
• Audit continuity: Ratification of Deloitte & Touche LLP confirms the company’s auditor for fiscal 2026, which affects financial reporting oversight.