Material Agreement · Shareholder Vote

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): May 26, 2022 WASHINGTON REAL ESTATE INVESTMENT TRUST (Exact name of registrant as specified in its charter) Maryland 001-06622 53-0261100 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 1775 EYE STREET, NW , SUITE 1000 , WASHINGTON , DC 20006 (Address of principal executive office) (Zip code) Registrant’s telephone number, including area code: ( 202 )  774-3200 ___________________________________________________ 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 Shares of Beneficial Interest WRE NYSE 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. On May 26, 2022, in connection with her election to the Board of Trustees (the “Board”) of Washington Real Estate Investment Trust (“Washington REIT”), Washington REIT entered into an indemnification agreement with Ms. Jennifer S. Banner. Subject to certain terms and conditions, the Indemnification Agreement generally requires Washington REIT to indemnify Ms. Banner against any and all judgments, penalties, fines, settlements and reasonable expenses actually incurred by or on behalf of Ms. Banner in connection with any threatened, pending or completed legal proceeding arising by reason of her status as a trustee of Washington REIT. The description is not complete and is subject to and qualified in its entirety by reference to the Form of Indemnification Agreement filed as Exhibit 10(nn) to Washington REIT’s Current Report on Form 8-K filed on July 27, 2009 and is incorporated herein by reference . Item 5.07 Submission of Matters to a Vote of Security Holders. Election of Directors At Washington REIT’s 2022 annual meeting of shareholders held on May 26, 2022 (the “Annual Meeting”), Washington REIT’s shareholders elected Jennifer S. Banner as a trustee of the Board to serve until Washington REIT’s 2023 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Banner received the following votes: For   Against   Abstain   Broker Non-Votes 71,760,341   205,844   80,131   6,829,221 At the Annual Meeting, Washington REIT’s shareholders elected Benjamin S. Butcher as a trustee of the Board to serve until Washington REIT’s 2023 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Butcher received the following votes: For   Against   Abstain   Broker Non-Votes 71,000,313   967,396   78,606   6,829,221 Washington REIT’s shareholders also elected William G. Byrnes as a trustee of the Board to serve until Washington REIT’s 2023 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Byrnes received the following votes: For   Against   Abstain   Broker Non-Votes 70,684,368 1,288,722   73,226   6,829,221 Washington REIT’s shareholders also elected Edward S. Civera as a trustee of the Board to serve until Washington REIT’s 2023 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Civera received the following votes: For   Against   Abstain   Broker Non-Votes 70,054,396   1,909,150   82,769   6,829,221 Washington REIT’s shareholders also elected Ellen M. Goitia as a trustee of the Board to serve until Washington REIT’s 2023 annual meeting of shareholders and until her successor is elected and qualifies. Ms. Goitia received the following votes: For   Against   Abstain   Broker Non-Votes 71,226,103 759,240 60,973   6,829,221 Washington REIT’s shareholders also elected Paul T. McDermott as a trustee of the Board to serve until Washington REIT’s 2023 annual meeting of shareholders and until his successor is elected and qualifies. Mr. McDermott received the following votes: For   Against   Abstain   Broker Non-Votes 69,961,168   2,005,369   79,779   6,829,221 Washington REIT’s shareholders also elected Thomas H. Nolan, Jr. as a trustee of the Board to serve until Washington REIT’s 2023 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Nolan received the following votes: For   Against   Abstain   Broker Non-Votes 71,466,247   507,710   72,359   6,829,221 Washington REIT’s shareholders also elected Anthony L. Winns as a trustee of the Board to serve until Washington REIT’s 2023 annual meeting of shareholders and until his successor is elected and qualifies. Mr. Winns received the following votes: For   Against   Abstain   Broker Non-Votes 70,519,648   1,446,336   80,331   6,829,221 Advisory Vote to Approve Named Executive Officer Compensation Washington REIT’s shareholders approved, by nonbinding advisory vote, the compensation paid to Washington REIT’s named executive officers. This proposal received the following votes: For Against Abstain Broker Non-Votes 69,390,465   2,411,369   244,482   6,829,221 Ratification of Ernst & Young as Washington REIT’s Independent Registered Public Accounting Firm Washington REIT’s shareholders ratified the appointment of Ernst & Young LLP as Washington REIT’s independent registered public accounting firm for the fiscal year ending December 31, 2022. This proposal received the following votes: For   Against   Abstain   Broker Non-Votes 77,122,637   1,619,427   133,472   — The results reported above are final voting results. Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished with this report on Form 8-K: Exhibit No. Description     99.1 Press Release - WashREIT Welcomes New Board Member, Jennifer Banner 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURES 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. WASHINGTON REAL ESTATE INVESTMENT TRUST (Registrant) By: /s/ W. Drew Hammond (Signature) W. Drew Hammond Vice President, Chief Accounting Officer May 31, 2022 (Date)