Office Properties Income Trust (OPITQ) Proxy Filing summary

Executive summary

• Focused on addressing debt maturities and liquidity constraints, selling 24 properties for nearly $200 million and completing $1.8 billion in secured financings, reducing total debt principal by nearly $200 million in 2024.

• Executed over 2 million square feet of leases, a 20% year-over-year increase, with a weighted average lease term of nearly nine years and a rental rate increase of 6.3%.

• Ended 2024 with 89.4% same property occupancy and continue to seek opportunities to attract and retain tenants and enhance liquidity.

• Ongoing focus on upcoming debt maturities in 2026 and continued evaluation of property dispositions.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight trustee nominees, advisory approval of executive compensation, approval of the Second Amended and Restated 2009 Incentive Share Award Plan, and ratification of Deloitte & Touche LLP as independent auditors.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 17, 2025, are eligible to vote; meeting will be held virtually.

Board of directors and corporate governance

• Board will consist of eight members post-meeting, with 75% independent trustees and 50% women, including 12.5% African American representation.

• Board declassified so all trustees stand for annual election; proxy access bylaw adopted.

• Korn Ferry retained for board refreshment; four new independent trustees since 2017.

• Lead Independent Trustee role established with robust responsibilities.

• Board committees (Audit, Compensation, Nominating and Governance) are composed solely of independent trustees.