Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 27, 2021

WASHINGTON REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)

Maryland			001-06622			53-0261100
(State of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

1775 EYE STREET, NW, SUITE 1000, WASHINGTON, DC 20006

(Address of principal executive office) (Zip code)

Registrant’s telephone number, including area code: [phone]

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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
Shares of Beneficial Interest			WRE			NYSE

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Election of Directors

At the Annual Meeting, Washington REIT’s shareholders elected Benjamin S. Butcher as a trustee of the Board to serve until the Trust’s 2022 Annual Meeting of Shareholders and until his successor is elected and qualifies. Mr. Butcher received the following votes:

For						Against						Abstain						Broker Non-Votes
68,973,582						1,156,195						102,587						7,337,912

Washington REIT’s shareholders also elected William G. Byrnes as a trustee of the Board to serve until the Trust’s 2022 Annual Meeting of Shareholders and until his successor is elected and qualifies. Mr. Byrnes received the following votes:

For						Against						Abstain						Broker Non-Votes
66,816,811						3,306,911						108,642						7,337,912

Washington REIT’s shareholders also elected Edward S. Civera as a trustee of the Board to serve until the Trust’s 2022 Annual Meeting of Shareholders and until his successor is elected and qualifies. Mr. Civera received the following votes:

For						Against						Abstain						Broker Non-Votes
68,623,789						1,498,924						109,651						7,337,912

Washington REIT’s shareholders also elected Ellen M. Goitia as a trustee of the Board to serve until the Trust’s 2022 Annual Meeting of Shareholders and until her successor is elected and qualifies. Ms. Goitia received the following votes:

For						Against						Abstain						Broker Non-Votes
68,971,943						1,162,758						97,663						7,337,912

Washington REIT’s shareholders also elected Paul T. McDermott as a trustee of the Board to serve until the Trust’s 2022 Annual Meeting of Shareholders and until his successor is elected and qualifies. Mr. McDermott received the following votes:

For						Against						Abstain						Broker Non-Votes
67,761,083						2,351,730						119,551						7,337,912

Washington REIT’s shareholders also elected Thomas H. Nolan, Jr. as a trustee of the Board to serve until the Trust’s 2022 Annual Meeting of Shareholders and until his successor is elected and qualifies. Mr. Nolan received the following votes:

For						Against						Abstain						Broker Non-Votes
69,544,160						577,103						111,101						7,337,912

Washington REIT’s shareholders also elected Anthony L. Winns as a trustee of the Board to serve until the Trust’s 2022 Annual Meeting of Shareholders and until his successor is elected and qualifies. Mr. Winns received the following votes:

For						Against						Abstain						Broker Non-Votes
65,301,428						4,813,389						117,547						7,337,912

Advisory Vote to Approve Named Executive Officer Compensation

Washington REIT’s shareholders approved, by nonbinding advisory vote, the compensation paid to Washington REIT’s named executive officers. This proposal received the following votes:

For						Against						Abstain						Broker Non-Votes
68,584,627						1,303,735						344,002						7,337,912

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Ratification of Ernst & Young as the Trust’s Independent Registered Public Accounting Firm

Washington REIT’s shareholders ratified the appointment of Ernst & Young LLP as Washington REIT’s independent registered public accounting firm for the fiscal year ending December 31, 2021. This proposal received the following votes:

For						Against						Abstain						Broker Non-Votes
76,872,582						603,845						93,849						—

The results reported above are final voting results.

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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.

WASHINGTON REAL ESTATE INVESTMENT TRUST

(Registrant)

By:

/s/ Taryn D. Fielder

(Signature)

Taryn D. Fielder

Senior Vice President, General Counsel and

Corporate Secretary

June 1, 2021

(Date)