BXP, Inc. — Proxy Solicitation & Information Statement 2022

Apr 5, 2022

DEFA14A 1 d286965ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ 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 Pursuant to §240.14a-12

BOSTON PROPERTIES, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	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.

You invested in BOSTON PROPERTIES, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on May 19, 2022.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report to Stockholders online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 5, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Smartphone users	●
Point your camera here and	May 19, 2022
vote without entering a	9:00 AM EDT
control number
●	Metropolitan Square 655 15th Street, NW 2nd
Floor Washington, DC 20005

• Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

V1.1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to view the proxy materials online or request an email or paper copy, and to vote on these important matters.

Voting Items		Board — Recommends
1.	Election of Directors:
	Nominees:	For
1a.	Joel I. Klein
1b.	Kelly A. Ayotte	For
1c.	Bruce W. Duncan	For
1d.	Carol B. Einiger	For
1e.	Diane J. Hoskins	For
1f.	Mary E. Kipp	For
1g.	Douglas T. Linde	For
1h.	Matthew J. Lustig	For
1i.	Owen D. Thomas	For
1j.	David A. Twardock	For
1k.	William H. Walton, III	For
2.	To approve, by non-binding, advisory resolution, the Company’s named executive officer
compensation.	For
3.	To approve the Boston Properties, Inc. Non-Employee Director Compensation Plan.	For
4.	To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022.	For
NOTE: In their discretion, the proxies are authorized to vote upon any other matters that are properly brought by or at the direction of the Board of Directors before the Annual Meeting and at any adjournments or
postponements thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D76799-P67225