RMR GROUP INC
For the period ended Mar 27, 2025. Filed Jan 16, 2025.
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Mar 27, 2025 · Filed Jan 16, 2025
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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 2025 Annual Meeting
of Shareholders and Proxy Statement
Thursday, March 27, 2025 at 9:30 a.m., Eastern Time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/RMR2025
LETTER TO OUR SHAREHOLDERS FROM YOUR BOARD OF DIRECTORS
Dear Fellow Shareholders:
Please join us for our 2025 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Thursday, March 27, 2025. 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.
We take seriously our role overseeing our Company’s long term business strategy, which is the best path to long term value creation. During 2024, RMR advanced our strategy to increase private capital assets under management (AUM), expanding our private capital AUM by 66% to nearly $13 billion. Notably, we integrated our multifamily platform, gaining meaningful scale in the residential sector with more than $5 billion of private capital invested in over 20,000 units across the Sunbelt. As a further commitment to our residential platform, we closed on our first multifamily investment to seed a private capital residential portfolio. We also began executing on our strategic initiative to create a private capital debt vehicle. Leveraging the experience of our existing lending platform, Tremont Realty Capital, we closed $67 million in aggregate mortgage loan commitments for this vehicle.
In addition, we continue to execute the operational and financial strategies of our public company clients. We executed nearly 12 million square feet of leasing and more than $4.5 billion of new financings on behalf of our clients.
Some of our other successes and accomplishments during the year include:
Being recognized by the U.S. Environmental Protection Agency as an “ENERGY STAR Partner of the Year” for the sixth consecutive year. We also were named as one of CRE’s Best Places to Work by GlobeSt.com.
Completing a $160 million redevelopment of OPI’s three building mixed-use campus with 300,000 square feet of Life Science lab, R&D and Class-A office space in Seattle, Washington.
Increasing our quarterly dividend by 12.5% to $0.45 per share, or $1.80 per share per year.
RMR’s business remains strong with a diversified client roster, strong financial profile and a well-covered dividend. We continue to take actions necessary to best position our clients to capitalize on industry trends, while advancing private capital initiatives to drive future growth and create long-term value for RMR and its shareholders. 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 16, 2025
Jennifer B. Clark
Ann Logan
Adam Portnoy
Walter C. Watkins, Jr.
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS OF THE RMR GROUP INC.
| | Location: Live Webcast Accessible at https://www.virtualshareholdermeeting.com/RMR2025 Date: Thursday, March 27, 2025 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; • Approve The RMR Group Inc. Second Amended and Restated 2016 Omnibus Equity Plan; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2025 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 9, 2025 (the “Record Date”). Attending the Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2025 Annual Meeting, our 2025 Annual Meeting will be a virtual meeting of shareholders, which will be conducted by webcast. No physical meeting will be held. Shareholders will be able to listen, vote and submit questions online during our 2025 Annual Meeting. In order to attend and participate in our 2025 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on March 26, 2025. | |
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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 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/RMR2025 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 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/RMR2025 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 16, 2025 | |
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