DIVERSIFIED HEALTHCARE TRUST

8-K · tm2617406d1_8k.htm iXBRL

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 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

  

 Date of Report (Date of earliest event reported):
 June 10, 2026

  

 Diversified Healthcare Trust

 (Exact Name of Registrant as Specified in
Its Charter)

  

 Maryland

 (State or Other Jurisdiction of Incorporation)

  

 001-15319
  
 04-3445278

 (Commission File Number)
  
 (IRS Employer Identification No.)

  

 Two Newton Place ,

 255 Washington Street , Suite 300

 Newton , Massachusetts
  
 02458-1634

 (Address of Principal Executive Offices)
  
 (Zip Code)

  

 617 - 796-8350

 (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(s)
  
 Name Of Each Exchange On Which Registered

 Common
 Shares of Beneficial Interest
  
 DHC
  
 The
 Nasdaq Stock Market LLC

 5.625%
 Senior Notes due 2042
  
 DHCNI
  
 The
 Nasdaq Stock Market LLC

 6.25%
 Senior Notes due 2046
  
 DHCNL
  
 The
 Nasdaq Stock Market LLC

  

 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
term “the Company” refers to Diversified Healthcare Trust.

  

 Item 5.07.    Submission of Matters
to a Vote of Security Holders.

  

 At the Company’s annual meeting of shareholders held on June 10,
2026 (the “Annual Meeting”), the Company’s shareholders voted on the election of seven Trustees to the Board of Trustees
each for a one year 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 Trustees and received the following votes:

  

 Nominee
  
 Votes For
  
 Withhold
  
 Broker

Non-Votes

 Christopher J. Bilotto
  
 181,906,682
  
 3,763,430
  
 17,192,383

 Alan Felder
  
 182,044,604
  
 3,625,508
  
 17,192,383

 Lisa Harris Jones
  
 160,305,823
  
 25,364,289
  
 17,192,383

 Phyllis M. Hollis
  
 181,544,266
  
 4,125,846
  
 17,192,383

 Dawn K. Neher
  
 176,872,256
  
 8,797,856
  
 17,192,383

 Adam Portnoy
  
 144,455,435
  
 41,214,677
  
 17,192,383

 Jeffrey P. Somers
  
 146,947,873
  
 38,722,239
  
 17,192,383

  

 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 2026 Proxy Statement. This proposal received the following votes:

  

 For  
 Against  
 Abstain  
 Broker 

Non-Votes

 176,612,032  
 8,812,215  
 245,865  
 17,192,383

  

 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

 202,537,283  
 221,495  
 103,717  
 N/A

  

 The results reported above are final voting results.

  

 Item 9.01.   Financial Statements
and Exhibits.

  

 Exhibit
 Number
  
 Description

 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.

  

  
 DIVERSIFIED HEALTHCARE TRUST

  
  

  
 By:
 /s/ Matthew C. Brown 

  
 Name:
  Matthew C. Brown

  
 Title:
  Chief Financial Officer and Treasurer

  

 Date: June 12, 2026