DHC (Nasdaq: DHC) investors back trustees, executive pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Diversified Healthcare Trust held its annual shareholder meeting on June 10, 2026, where shareholders elected seven Trustees to one-year terms ending at the 2027 annual meeting. All nominees, including Christopher J. Bilotto, Alan Felder and Adam Portnoy, received more votes for than withheld.

Shareholders approved a non-binding advisory vote on the compensation of named executive officers, with 176,612,032 votes for and 8,812,215 against. They also ratified Deloitte & Touche LLP as independent auditors for the 2026 fiscal year, with 202,537,283 votes in favor and minimal opposition.

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 Bilotto: 181,906,682 votes Votes for executive pay: 176,612,032 votes Votes against executive pay: 8,812,215 votes +2 more

5 metrics

Votes for Bilotto 181,906,682 votes Trustee election at 2026 annual meeting

Votes for executive pay 176,612,032 votes Non-binding advisory vote on compensation

Votes against executive pay 8,812,215 votes Non-binding advisory vote on compensation

Votes for auditor ratification 202,537,283 votes Ratification of Deloitte & Touche LLP for 2026

Votes against auditor ratification 221,495 votes Ratification of Deloitte & Touche LLP for 2026

Key Terms

non-binding advisory resolution, named executive officers, broker non-votes, independent auditors, +1 more

5 terms

non-binding advisory resolution financial

"The Company’s shareholders also voted on a non-binding advisory resolution on the compensation paid"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

named executive officers financial

"on the compensation paid to the Company’s named executive officers as disclosed"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

broker non-votes financial

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.

independent auditors financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

annual meeting of shareholders financial

"At the Company’s annual meeting of shareholders held on June 10, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

Available on EDGAR 06/12/2026 - 04:09 PM Accepted by SEC EDGAR 06/12/2026 - 04:08 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): June 10, 2026

Diversified Healthcare Trust

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-15319		04-3445278
(Commission File Number)		(IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts		02458-1634
(Address of Principal Executive Offices)		(Zip Code)

617-796-8350

(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
Common Shares of Beneficial Interest	DHC	The Nasdaq Stock Market LLC
5.625% Senior Notes due 2042	DHCNI	The Nasdaq Stock Market LLC
6.25% Senior Notes due 2046	DHCNL	The Nasdaq Stock Market LLC

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

Source: View Original Filing on SEC EDGAR

FAQ

What did DHC shareholders decide at the 2026 annual meeting?

DHC shareholders elected seven Trustees to one-year terms, approved a non-binding advisory resolution on executive compensation, and ratified Deloitte & Touche LLP as independent auditors for 2026. All management proposals received strong majority support based on the reported vote totals.

Were all Diversified Healthcare Trust trustee nominees elected in 2026?

Yes. All seven trustee nominees, including Christopher J. Bilotto, Lisa Harris Jones, Adam Portnoy and others, were elected. Each nominee received more votes for than withheld, with broker non-votes reported separately in the tabulated results for the annual shareholder meeting.

How did DHC shareholders vote on executive compensation in 2026?

Shareholders supported DHC’s executive compensation in a non-binding advisory vote, with 176,612,032 votes for, 8,812,215 against and 245,865 abstentions. There were 17,192,383 broker non-votes. This indicates broad, though not unanimous, backing for the pay of named executive officers.

Who did DHC shareholders appoint as independent auditors for 2026?

DHC shareholders ratified Deloitte & Touche LLP as independent auditors for the 2026 fiscal year. The ratification received 202,537,283 votes for, 221,495 against and 103,717 abstentions, reflecting overwhelming shareholder support for retaining Deloitte & Touche in this role.

Did any Diversified Healthcare Trust proposal fail at the 2026 meeting?

No. All proposals presented—election of seven Trustees, the advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditors—received sufficient support to pass. The filing states that the voting results reported are final for the 2026 annual meeting.

Filing Exhibits & Attachments

4 documents