UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the term “the Company” refers to Diversified Healthcare Trust.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of shareholders held on June 10, 2026 (the “Annual Meeting”), the Company’s shareholders voted on the election of seven Trustees to the Board of Trustees each for a one year term of office continuing until the Company’s 2027 annual meeting of shareholders and until her or his respective successor is duly elected and qualifies. The following persons were elected as Trustees and received the following votes:
| Nominee | Votes 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 |
The Company’s shareholders also voted on a non-binding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the 2026 Proxy Statement. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 176,612,032 | 8,812,215 | 245,865 | 17,192,383 |
The Company’s shareholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors to serve for the 2026 fiscal year. This proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 202,537,283 | 221,495 | 103,717 | N/A |
The results reported above are final voting results.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| DIVERSIFIED HEALTHCARE TRUST | ||
| By: | /s/ Matthew C. Brown | |
| Name: | Matthew C. Brown | |
| Title: | Chief Financial Officer and Treasurer | |
Date: June 12, 2026