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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [X]
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Washington Real Estate Investment Trust
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
WASHINGTON REAL ESTATE INVESTMENT TRUST
6110 Executive Boulevard, Suite 800
Rockville, Maryland 20852
PROXY STATEMENT
This Proxy Statement is furnished by the Trust's Board of Trustees (the
"Board") in connection with its solicitation of proxies for use at the Annual
Meeting of Shareholders on May 21, 2002 and at any and all adjournments thereof.
Mailing of this Proxy Statement will commence on or about March 18, 2002 to
shareholders of record as of March 14, 2002. All proxies will be voted in
accordance with the instructions contained therein, and if no instructions are
specified, the proxies will be voted in accordance with the recommendations of
the Board. Therefore, if no instructions are specified, the proxies will be
voted FOR the election of the two Trustee nominees listed. Abstentions and
broker non-votes (proxies that indicate that brokers or nominees have not
received instructions from the beneficial owner of shares) are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. Abstentions are counted in tabulating the total number of votes
cast on proposals presented to shareholders, whereas broker non-votes are not
counted for purposes of determining the total number of votes cast. A Proxy on
the enclosed form may be revoked by the shareholder at any time prior to its
exercise at the Annual Meeting by submitting, to the Secretary of the Trust, a
duly executed Proxy bearing a later date or by attending the Annual Meeting and
orally withdrawing the Proxy.
The voting securities of the Trust consist of shares of beneficial
interest, $0.01 par value ("Shares"), of which 38,973,248 Shares were issued and
outstanding at the close of business on March 14, 2002. The Trust has no other
class of voting security. Each Share outstanding on March 14, 2002 will be
entitled to one vote. Shareholders do not have cumulative voting rights.
THE BOARD OF TRUSTEES AND MANAGEMENT
The Board of Trustees
The Board consists of seven Trustees divided into two classes of two
Trustees each and one class of three Trustees. The terms of the Trustees
continue until the Annual Meetings to be held in 2002, 2003 and 2004,
respectively, and until their respective successors are elected. At each Annual
Meeting, two or three Trustees are elected, subject to the limitations described
below, for a term of three years to succeed those Trustees whose terms expire at
such Annual Meeting. The Trust's By-Laws provide that no Trustee shall be
nominated as a Trustee after such person's 72nd birthday.
The Board held nine meetings in 2001. During 2001, each incumbent Trustee
attended more than 75% of the total number of Board and committee meetings he or
she was eligible to attend.
The Nominating Committee held one meeting in 2001. The nominating committee
makes recommendations to the Board for nominations of Trustees. The Committee
will consider recommendations received from shareholders for nominations for
Trustees to be elected at the 2003 Annual Meeting. Such recommendations must be
submitted in writing before December 21, 2002 accompanied by a written statement
setting forth the reasons the Trust would benefit from the election of such
nominee. Committee members are Messrs. Cronin, Derrick, Osnos and Ms. Williams.
The Audit Committee met nine times in 2001. The Audit Committee assists the
Board in discharging its responsibility of oversight, but the existence of the
Committee does not alter the responsibilities of the Trust's management and the
independent accountant with respect to the accounting and control functions and
financial statement presentation. For a more detailed description of the Audit
Committee's duties and responsibilities see the Audit Committee Report on page
10 of this Proxy Statement. Committee members are Messrs. Derrick, Kendall,
McDaniel, Osnos and Nason.
The Compensation Committee met twice during 2001. The Committee is
responsible for making recommendations to the Board with respect to compensation
decisions. Committee members are Messrs. Kendall, McDaniel, Nason and Ms.
Williams. See "Report on Executive Compensation" below.
The six non-officer Trustees of the Trust receive an annual retainer of
$18,000 plus a $1,000 per meeting fee for attending Board and committee
meetings. In addition, each non-officer Trustee receives an annual grant of
2,000 Share options and 400 unrestricted Shares. The Trust has approved a
non-qualified deferred compensation plan for the Trustees. The plan will allow
the
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