BXP, Inc. (BXP) Earnings Call Transcript & Summary

Good morning. Welcome to the Boston Properties, Inc. 2021 Annual Meeting of Stockholders. I will now turn today's meeting over to Mr. Owen Thomas, Chief Executive Officer of Boston Properties, Inc.

Thank you. Good morning. It's my pleasure to welcome you to the 2021 annual meeting of the stockholders of Boston Properties. As mentioned, I'm Owen Thomas, I'm the CEO and a director of the company. I will preside over the meeting. The annual meeting of the stockholders will now come to order. We're holding today's meeting through this virtual online platform again this year due to the ongoing public health concerns relating to the COVID-19 pandemic. Since becoming a public company in 1997 until 2020, we always held our annual meeting in person. However, due to COVID-19, we held a virtual annual meeting last year for the first time. We intend to hold our future annual meetings in person, provided is safe to do so. The agenda for the meeting is on your screen on the meeting website and the rules of conduct for the meeting may be accessed in the Meeting Materials section at the bottom right corner of this website. At this time, I'd like to remind everyone that the rules for the meeting prohibit the use of any recording devices to record these proceedings. We intend to follow the agenda and rules so that we can complete the formal business of the meeting in an orderly and expeditious fashion. We will first present the proposal, and then there will be time for questions relating to each proposal. You may submit questions by clicking on the Q&A button at the bottom right corner of the meeting website, typing your question in the box provided, and clicking submit. Following the formal portion of this meeting, which will address matters required by Delaware law, we will answer appropriate questions not relating to proposals. Out of consideration for other stockholders, please limit yourself to 1 or 2 questions. If there are unanswered questions, we will post the questions and answers in the Investor Relations section of our website as soon as practical after the meeting. Before proceeding to the formal business of the meeting, I'd like to mention that all of the directors of Boston Properties are participating in this meeting. We also have all the members of our senior management team that are also participating in this meeting. PricewaterhouseCoopers, our independent registered public accounting firm, is represented at the meeting by [ Robert Schedoni ]. Robert will be available during the question-and-answer session to respond to appropriate questions. We will now proceed to the formal business of the meeting. Linda Piscadlo of American Election Services has been appointed inspector of election and has filed her oath of office with the secretary of the company. Ms. Piscadlo has provided me with an affidavit of mailing certifying the notice of the meeting was sent to or made available on or about April 5, 2021, to all stockholders of record as of the close of business on March 24, 2021, which was the record date for this meeting. Only stockholders of record as of the close of business on that date are entitled to vote at this meeting. Stockholders are entitled to 1 vote per share on each proposal. A list of stockholders of record as of the record date is available on the bottom right corner of the meeting website for inspection by stockholders. Ms. Piscadlo has also informed me that a majority of shares of common stock outstanding and entitled to vote are represented at this meeting either in person or by proxy, a majority of the outstanding shares constitute the quorum. I, therefore, declare that a quorum is present. I now declare the polls open at 9:04 a.m. on May 20, 2021, on matters to be voted upon at this meeting. If you have not voted and wish to do so or if you wish to change your vote, you may do so by clicking on the voting button on the meeting website and following the instructions there. The polls will close immediately before the conclusion of the formal business portion of the meeting. There are 4 proposals to be acted upon at this meeting. During this portion of the meeting, questions and comments should pertain to the 4 proposals under consideration. The first proposal before the stockholders is the election of 11 directors each to serve for a 1-year term and until their respective successors are duly elected and qualified. Nominees for Director are elected if the votes cast for the nominee's election exceed the votes cast against the nominee's election. Each stockholder is entitled to vote for a maximum of 11 nominees and cumulative voting is not permitted. As set forth in the proxy statement, your Board of Directors, following the recommendation of the Nominating and Governance Committee has nominated Kelly Ayotte, Bruce Duncan, Karen Dykstra Carol Einiger, Diane Hoskins, Joel Klein, Doug Linde. Matt Lustig, Owen Thomas, Dave Twardock and Bill Walton for election as directors of the company. Each nominee is currently serving as a director of the company. Pursuant to the company's bylaws, stockholders may nominate candidates for election to our Board by delivering notice of the nomination to the secretary of the company within a specified time period prior to the meeting. The secretary of the company has not been notified of any nomination of a candidate for election as a director by a stockholder. The second proposal before the stockholders is the approval of a nonbinding advisory resolution to approve the compensation paid to our named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K. The affirmative vote of a majority of shares of common stock present in person or represented by proxy at this meeting and entitled to vote on this proposal is required for approval of the proposal. The third proposal before the stockholders is the approval of the Boston Properties 2021 stock incentive plan. The material features of the 2021 plan are summarized on Pages 96 to 101 of the proxy statement. The affirmative vote of a majority of shares of common stock present in person or represented by proxy at this meeting and entitled to vote on this proposal is required for the approval of the 2021 stock incentive plan. The fourth proposal before the stockholders is the ratification of the Audit Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The affirmative vote of a majority of shares of common stock present in person or represented by proxy and entitled to vote on this proposal is required for the ratification of the appointment of PricewaterhouseCoopers. If anyone wishes to make a comment or ask a question directly relating to any of these proposals, please submit your question in the designated field on the meeting website. I will now pause for stockholders to submit questions. I have been told that there are no questions. We will close the polls on all matters shortly. Anyone who voted by proxy does not have to vote again. However, if anyone who has not voted or wishes to change his or her vote, may do so by clicking on the voting button on the meeting website following the instructions there. We will now pause for a minute to allow any stockholders who want to vote or change their vote to do this. [Voting]

Because everyone has had an opportunity to vote, I now declare the polls closed on the matters before this meeting at 9:08 a.m. on May 20, 2021. The inspector has provided me with her preliminary report that reflects that the shares of the stockholders have duly elected the nominees for election as directors. The stockholders also duly approved the advisory vote on the compensation of our named executive officers, the company's 2021 stock incentive plan and the ratification of the appointment of PricewaterhouseCoopers. The final tabulation of these votes will be reported on a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting. There being no further business to come before the formal portion of this meeting, I hereby declare the formal portion of this meeting concluded. I will now answer questions not related to the proposals. Questions must be germane to the meeting. Please remember to conduct yourself in accordance with the rules of the meeting. Do we have any questions?

There are no questions at this time.

Thank you. Seeing that there are no questions. This concludes the meeting. Thank you, everyone, for your participation.

Thank you for joining. You may now disconnect.