UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2011
Brandywine Realty
Trust
Brandywine Operating Partnership, L.P.
(Exact name of registrant as specified in its charter)
| MARYLAND
(Brandywine Realty Trust) |
001-9106 | 23-2413352 | ||
| DELAWARE
(Brandywine Operating Partnership, L.P.) |
000-24407 | 23-2862640 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 555 East Lancaster Avenue,
Suite 100 Radnor, PA |
19087 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (610) 325-5600
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This current report on Form 8-K/A amends the Current Report on Form 8-K filed by Brandywine Realty Trust and Brandywine Operating Partnership, L.P. on June 2, 2011 (“Original 8-K”) and updates disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, regarding the results from the Company’s 2011 Annual Meeting of Shareholders held on June 1, 2011 (“2011 Annual Meeting”). The sole purpose of this Amendment is to disclose the decision of the Compensation Committee of the Board of Trustees (“Committee”) regarding how frequently it will conduct non-binding advisory votes on the compensation paid to our named executive officers. No other changes have been made to the Original 8-K.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders. |
In a non-binding advisory vote on the frequency of the advisory vote on the compensation paid to our named executive officers (“say on pay”) held at the 2011 Annual Meeting, shareholders voted in favor of holding say on pay votes annually. Accordingly, in light of this result and other factors considered by the Committee, the Committee has determined that the Company will hold advisory say on pay votes on an annual basis until the next required vote on the frequency of such say on pay votes.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Brandywine Realty Trust
By: /s/ Howard M.
Sipzner
Howard M. Sipzner
Executive Vice President and Chief Financial
Officer
Brandywine Operating Partnership, its
sole
General Partner
By: /s/ Howard M.
Sipzner
Howard M. Sipzner
Executive Vice President and Chief Financial
Officer
Date: September 14, 2011