DIVERSIFIED HEALTHCARE TRUST
For the period ended May 29, 2025. Filed Mar 20, 2025.
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May 29, 2025 · Filed Mar 20, 2025
Contents
Process for Selecting Trustees
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
Review of Corporate Governance Policies and Shareholder Engagement
Our Board is committed to upholding the values of good corporate governance. In recognition of the relationship between corporate governance and long term performance, and as a result of our ongoing engagement with our shareholders, our Board continues to proactively evaluate our corporate governance principles. Based on these principles, our Board has:
since 2020, nominated five new Independent Trustees to our Board as part of our Board refreshment plan, and following our 2025 Annual Meeting, assuming the election of our Trustee nominees, the size of our Board will be seven members and the percentage of our Board comprised of Independent Trustees will be 71%;
amended our Declaration of Trust to declassify our Board so that all of our Trustees stand for election annually, a measure which was supported by more than 71% of our shareholders;
conducted an annual shareholder outreach and engaged with shareholders who hold approximately 60% of our Common Shares;
adopted Environmental, Social and Governance (“ESG”) policies in connection with our efforts to lead a sustainable business and continue to improve our internal culture and the communities in which we operate;
retained Korn Ferry, a leading executive search and consulting firm, to identify and vet candidates to expand and refresh our Board; and
enhanced our compensation and sustainability disclosure and reporting in response to shareholder feedback.
We appreciate your support on these initiatives.
Board Composition, Expansion and Refreshment
Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, have a variety of skills, professional experience and backgrounds and effectively represent the long term interests of our shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board regularly evaluates its composition. Our Board’s expansion and refreshment activities have created more skill mix and diversity and ensured a smooth transition as Trustees retire from our Board. We are currently governed by an eight member Board, including six Independent Trustees and two Managing Trustees. Following our 2025 Annual Meeting, assuming the election of our Trustee nominees, our Board will be comprised of five Independent Trustees and two Managing Trustees. Our Nominating and Governance Committee and our Board have an ongoing engagement with Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee in:
identifying and evaluating potential trustee candidates;
creating an even playing field among candidates identified regardless of source;
using the criteria, evaluations and references to prioritize candidates for consideration regardless of source; and
assisting in attracting and vetting candidates.
Process for Selecting Trustees
Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board. Our Nominating and Governance Committee is assisted with its recruitment efforts by its ongoing engagement with Korn Ferry, which recommends candidates that satisfy our Board’s criteria. They also provide research and pertinent information regarding candidates, as requested.
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