2015 Trustee 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 22, 2015

WASHINGTON REAL ESTATE

(Exact name of registrant as specified in its charter)



MARYLAND	1-6622	53-0261100
(State of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2015, the Board of Trustees of Washington Real Estate Investment Trust (“Washington REIT”) elected Thomas H. Nolan, Jr., as a trustee of Washington REIT to the class of trustees whose term of office expires at the 2015 annual meeting of shareholders. There were no arrangements or understandings between Mr. Nolan and any person pursuant to which he was appointed as a trustee. Mr. Nolan will receive compensation for Board service commensurate with Washington REIT's other non-employee trustees. Mr. Nolan has not been appointed to any committees of the Board.

Mr. Nolan, age 57, currently serves as Chairman of the Board of Directors and Chief Executive Officer of Spirit Realty Capital, Inc., positions he has held since September 2011. Mr. Nolan previously worked for General Growth Properties, Inc. or GGP, serving as Chief Operating Officer from March 2009 to December 2010 and as President from October 2008 to December 2010. He also served as a member of the board of directors of GGP from 2005 to 2010. GGP filed for protection under Chapter 11 of the U.S. Bankruptcy Code in April 2009 and emerged from bankruptcy in November 2010. Mr. Nolan was a member of the senior management team that led GGP’s reorganization and emergence from bankruptcy, which included the restructuring of $15.0 billion in project-level debt, payment in full of all of GGP’s pre-petition creditors and the securing of $6.8 billion in equity commitments. From July 2004 to February 2008, Mr. Nolan served as a Principal and Chief Financial Officer of Loreto Bay Company, the developer of the Loreto Bay master planned community in Baja, California. From October 1984 to July 2004, Mr. Nolan held various financial positions with AEW Capital Management, L.P., a national real estate investment advisor, and from 1998 to 2004, he served as Head of Equity Investing and as President and Senior Portfolio Manager of The AEW Partners Funds. Mr. Nolan earned a BA in Business Administration from the University of Massachusetts.

In addition, also on January 22, 2015, Thomas Edgie Russell, III resigned from the Board in order to effectuate his retirement therefrom consistent with Washington REIT’s board retirement policy, such resignation to take effect at the commencement of the 2015 annual meeting of shareholders.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are furnished with this report on Form 8-K:



Exhibit Number		Description

99.1		Press release issued January 27, 2015 regarding the election of a new trustee.

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/ Laura M. Franklin
		(Signature)

		Laura M. Franklin
		Executive Vice President
		Accounting and Administration

January 27, 2015
(Date)



Exhibit Number		Description

99.1		Press release issued January 27, 2015 regarding the election of a new trustee.