RMR GROUP INC
For the period ended Mar 27, 2024. Filed Jan 17, 2024.
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Mar 27, 2024 · Filed Jan 17, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| | ☑ Filed by the Registrant | | | ☐ Filed by a Party other than the Registrant | |
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| | | Check the appropriate box: | | | ||||
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| | | ☐ | | | | Preliminary Proxy Statement | | |
| | | ☐ | | | | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | | |
| | | ☑ | | | | Definitive Proxy Statement | | |
| | | ☐ | | | | Definitive Additional Materials | | |
| | | ☐ | | | | Soliciting Material under §.240.14a-12 | | |
The RMR Group Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | | Payment of Filing Fee (Check the appropriate box): | | | ||||
|---|---|---|---|---|---|---|---|---|
| | | ☑ | | | | No fee required. | | |
| | | ☐ | | | | Fee paid previously with preliminary materials. | | |
| | | ☐ | | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | | |
Notice of 2024 Annual Meeting
of Shareholders and Proxy Statement
Wednesday, March 27, 2024 at 9:30 a.m., Eastern time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/RMR2024
LETTER TO OUR SHAREHOLDERS FROM YOUR BOARD OF DIRECTORS
Dear Fellow Shareholders:
Please join us for our 2024 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Wednesday, March 27, 2024. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the Internet expedites your receipt of these important materials while lowering costs and reducing the environmental impact of our annual meeting.
The highlight of 2023 for RMR was the acquisition of the CARROLL multifamily platform. This accretive acquisition provides us with an opportunity to gain immediate meaningful scale in the multifamily space through a vertically integrated platform with strong operational expertise and a proven track record. It also advances our private capital growth strategy by both increasing the amount of our private capital assets under management and expanding our private capital relationships.
In addition, despite continuing pressure on commercial real estate markets, including as a result of persistent economic uncertainty and an elevated cost of capital, we demonstrated significant fee stability and continued to have a strong balance sheet and a well covered dividend. Some of our other successes and accomplishments during the year include:
Being recognized by the Boston Business Journal as one of the fastest growing middle market companies in Massachusetts for the third consecutive year and by the U.S. Environmental Protection Agency as an “ENERGY STAR Partner of the Year” for the fifth consecutive year. We also were named as one of the Top Places to Work in Massachusetts by The Boston Globe for the fourth consecutive year.
Providing strategic oversight for the $1.3 billion sale of TravelCenters of America to BP p.l.c. and the privatization of AlerisLife.
Completing a $277 million redevelopment of OPI’s trophy Class-A mixed-use property in Washington, D.C. which was awarded Best Renovation — Building Renovation by the NAIOP D.C. Maryland chapter.
Executing on more than $2.4 billion of new financing on behalf of our clients.
Achieving 96% total occupancy for clients by executing over 12 million square feet of leasing activity.
We take seriously our role in the oversight of our Company’s long term business strategy, which is the best path to long term value creation. We continue to monitor changing events and circumstances with an eye to managing for the global good, mitigating the negative impact on our business and best positioning us for growth.
We thank you for your investment in our Company and for the confidence you put in this Board to oversee your interests in our business.
January 17, 2024
Jennifer B. Clark
Ann Logan
Adam D. Portnoy
Walter C. Watkins, Jr.
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS OF THE RMR GROUP INC.
| | Location: Live Webcast Accessible at https://www.virtualshareholder meeting.com/RMR2024 Date: Wednesday, March 27, 2024 Time: 9:30 a.m., Eastern time | | | Agenda: • Elect the Director nominees identified in the accompanying Proxy Statement to our Board of Directors; • Advisory vote to approve executive compensation; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2024 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. Record Date: You can vote if you were a shareholder of record as of the close of business on January 11, 2024 (the “Record Date”). Attending the Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2024 Annual Meeting, our 2024 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. No physical meeting will be held. Shareholders will be able to listen, vote and submit questions during our 2024 Annual Meeting. In order to attend and participate in our 2024 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern time, on March 26, 2024. | |
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| | | | | • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/RMR2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card. • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/RMR2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a control number if needed. Please see the accompanying Proxy Statement for additional information. By Order of our Board of Directors, Jennifer B. Clark Managing Director, Executive Vice President, General Counsel and Secretary January 17, 2024 | |
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