false
0001644378
0001644378
2026-03-26
2026-03-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
March 26, 2026
Date of Report
(Date of earliest event reported)
The RMR Group Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-37616 |
8742 |
47-4122583 |
| (Commission File Number) |
(Primary Standard
Industrial |
(IRS Employer |
| |
Classification
Code Number) |
Identification
Number) |
Two Newton Place, 255 Washington Street,
Suite 300, Newton, MA, 02458-1634
(Address of principal executive offices, including zip code)
(617) 796-8230
(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 |
|
Name
Of Each Exchange On
Which Registered |
| Class A common stock, $0.001 par value per share |
|
RMR |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
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 terms “the Company” or “its” refer to The RMR Group Inc.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of shareholders
held on March 26, 2026 (the “2026 Annual Meeting”), the Company’s shareholders voted on the election of six Directors
to the Company’s Board of Directors each for a 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 Directors and received
the following votes:
Nominee | |
Votes For | | |
Withhold | | |
Broker Non-Votes | |
| Matthew P. Jordan | |
| 170,522,806 | | |
| 461,853 | | |
| 1,622,027 | |
| Ann Logan | |
| 168,736,616 | | |
| 2,248,043 | | |
| 1,622,027 | |
| Rosen Plevneliev | |
| 168,747,640 | | |
| 2,237,019 | | |
| 1,622,027 | |
| Adam Portnoy | |
| 168,801,960 | | |
| 2,182,699 | | |
| 1,622,027 | |
| Jonathan Veitch | |
| 167,545,848 | | |
| 3,438,811 | | |
| 1,622,027 | |
| Walter C. Watkins, Jr. | |
| 168,727,828 | | |
| 2,256,831 | | |
| 1,622,027 | |
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 Company’s proxy statement for the 2026 Annual Meeting. This proposal received the following votes:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 170,462,536 | | |
| 432,282 | | |
| 89,841 | | |
| 1,622,027 | |
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 | |
| | 172,535,571 | | |
| 30,466 | | |
| 40,649 | | |
| – | |
The results reported above are final voting
results.
Item 9.01. Financial Statements and Exhibits
| 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.
| |
THE RMR GROUP INC. |
| |
|
| Date: March 26, 2026 |
By: |
/s/ Matthew C. Brown |
| |
Name: |
Matthew C. Brown |
| |
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
