BXP Inc. (NYSE: BXP) holders approve directors, say-on-pay and PwC

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BXP, Inc., as general partner of Boston Properties Limited Partnership, reported the results of its 2026 annual meeting of stockholders held on May 21, 2026. Stockholders elected eleven directors, including Bruce W. Duncan, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Timothy J. Naughton, Julie G. Richardson, Owen D. Thomas, William H. Walton, III and Derek Anthony (Tony) West.

Stockholders also approved a non-binding advisory vote on named executive officer compensation, with 98,180,094 votes for, 43,066,965 against and 1,454,021 abstentions, along with 5,285,538 broker non-votes. In addition, they ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 141,184,878 votes for, 6,753,339 against and 48,401 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Derek Anthony (Tony) West: 140,282,857 votes Say-on-pay votes for: 98,180,094 votes Say-on-pay votes against: 43,066,965 votes +4 more

7 metrics

Votes for Derek Anthony (Tony) West 140,282,857 votes Director election at 2026 annual meeting

Say-on-pay votes for 98,180,094 votes Non-binding advisory vote on executive compensation

Say-on-pay votes against 43,066,965 votes Non-binding advisory vote on executive compensation

PwC ratification votes for 141,184,878 votes Ratification of auditor for fiscal year ending December 31, 2026

PwC ratification votes against 6,753,339 votes Ratification of auditor for fiscal year ending December 31, 2026

Broker non-votes on say-on-pay 5,285,538 votes Advisory vote on named executive officer compensation

Votes for Bruce W. Duncan 138,429,742 votes Director election at 2026 annual meeting

Key Terms

non-binding, advisory vote, named executive officer compensation, independent registered public accounting firm, broker non-votes, +1 more

5 terms

non-binding, advisory vote financial

"approved a non-binding, advisory vote on named executive officer compensation"

named executive officer compensation financial

"non-binding, advisory vote on named executive officer compensation, as disclosed in the Proxy Statement"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm financial

"PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"the number of abstentions and broker non-votes with respect to each director nominee"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Audit Committee financial

"ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Understanding 8-K Material Events →

05/22/2026 - 04:25 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 21, 2026

BXP, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact Name of Registrant As Specified in its Charter)


BXP, Inc.	Delaware	1-13087	04-2473675
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Boston Properties Limited Partnership	Delaware	0-50209	04-3372948
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip Code)

(617) 236-3300

(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 (see General Instruction A.2. below):

☐ 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:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

BXP, Inc.

Common Stock, par value $0.01 per share

BXP

New York Stock Exchange

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).

BXP, Inc.:

Emerging growth company ☐

Boston Properties Limited Partnership:

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.

BXP, Inc. ☐ Boston Properties Limited Partnership ☐

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

BXP, Inc. (the "Company"), the sole general partner of Boston Properties Limited Partnership, held its 2026 annual meeting of stockholders (the "2026 Annual Meeting") on May 21, 2026. At the 2026 Annual Meeting, the stockholders of the Company (1) elected Bruce W. Duncan, Diane J. Hoskins, Mary E. Kipp, Joel I. Klein, Douglas T. Linde, Matthew J. Lustig, Timothy J. Naughton, Julie G. Richardson, Owen D. Thomas, William H. Walton, III and Derek Anthony (Tony) West to the Company’s Board of Directors, (2) approved a non-binding, advisory vote on named executive officer compensation, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K and (3) ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The following is a statement of the number of votes cast for and against each director nominee and each other matter voted upon, as applicable. In addition, the following sets forth the number of abstentions and broker non-votes with respect to each director nominee and each other matter, as applicable.

Proposal 1 - Election of Directors


	For	Against	Abstain	Broker Non-Votes
Bruce W. Duncan	138,429,742	2,910,969	1,360,369	5,285,538
Diane J. Hoskins	139,283,569	1,894,360	1,523,151	5,285,538
Mary E. Kipp	140,661,860	680,580	1,358,640	5,285,538
Joel I. Klein	136,641,283	4,699,531	1,360,266	5,285,538
Douglas T. Linde	138,397,491	2,943,404	1,360,185	5,285,538
Matthew J. Lustig	125,056,127	16,285,595	1,359,358	5,285,538
Timothy J. Naughton	130,919,146	10,423,125	1,358,809	5,285,538
Julie G. Richardson	140,646,841	676,095	1,378,144	5,285,538
Owen D. Thomas	127,817,925	5,982,223	8,900,932	5,285,538
William H. Walton, III	139,986,354	1,333,937	1,380,789	5,285,538
Derek Anthony (Tony) West	140,282,857	1,038,615	1,379,608	5,285,538

Proposal 2 - Non-binding, Advisory Vote on Named Executive Officer Compensation


For	Against	Abstain	Broker Non-Votes
98,180,094	43,066,965	1,454,021	5,285,538

Proposal 3 - Ratification of Appointment of PwC


For	Against	Abstain	Broker Non-Votes
141,184,878	6,753,339	48,401	0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
*101.SCH			Inline XBRL Taxonomy Extension Schema Document.
*101.LAB			Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
*104			Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


BXP, INC.

By:			/s/ MICHAEL E. LABELLE
			Michael E. LaBelle
			Executive Vice President, Chief Financial Officer and Treasurer



BOSTON PROPERTIES LIMITED PARTNERSHIP
By: BXP, Inc., its General Partner

By:			/s/ MICHAEL E. LABELLE
			Michael E. LaBelle
			Executive Vice President, Chief Financial Officer and Treasurer

Date: May 22, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did BXP (BXP) stockholders decide at the 2026 annual meeting?

BXP stockholders elected eleven directors, approved a say-on-pay advisory vote, and ratified PricewaterhouseCoopers LLP as auditor. The meeting covered board composition, executive pay practices, and the appointment of the independent registered public accounting firm for the 2026 fiscal year.

Were all BXP (BXP) director nominees elected at the 2026 annual meeting?

Yes, all eleven BXP director nominees were elected. Each nominee, including Bruce W. Duncan, Diane J. Hoskins, Mary E. Kipp and others, received more votes “for” than “against,” with additional abstentions and 5,285,538 broker non-votes reported for each director.

How did BXP (BXP) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory vote on named executive officer compensation. There were 98,180,094 votes for, 43,066,965 against and 1,454,021 abstentions, plus 5,285,538 broker non-votes, indicating support for the compensation program described in the proxy statement.

Did BXP (BXP) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, stockholders ratified the appointment of PricewaterhouseCoopers LLP as BXP’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 141,184,878 votes for, 6,753,339 against and 48,401 abstentions, and no broker non-votes reported.

What are broker non-votes reported in BXP’s 2026 meeting results?

Broker non-votes are shares held by brokers that did not receive voting instructions on certain proposals. For BXP’s 2026 meeting, there were 5,285,538 broker non-votes on the director elections and the say-on-pay proposal, but none on the auditor ratification proposal.

Which firm serves as BXP (BXP) independent registered public accounting firm for 2026?

PricewaterhouseCoopers LLP serves as BXP’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders ratified the Audit Committee’s appointment of PwC with 141,184,878 votes for, 6,753,339 against and 48,401 abstentions.

Filing Exhibits & Attachments

4 documents