UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-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): June 27, 2019
EQUITY RESIDENTIAL
(Exact name of registrant as specified in its charter)
| Maryland | 1-12252 | 13-3675988 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
ERP OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
| Illinois | 0-24920 | 36-3894853 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
Two North Riverside Plaza Suite 400, Chicago, Illinois | 60606 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (312)474-1300
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 | ||
Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential) | EQR | New York Stock Exchange | ||
7.57% Notes due August 15, 2026 (ERP Operating Limited Partnership) | N/A | New York Stock Exchange |
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 Rule12b-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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 27, 2019, Equity Residential (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”), and its shareholders approved the Equity Residential 2019 Share Incentive Plan (the “2019 Plan”). The maximum number of common shares available for issuance under the 2019 Plan to its trustees, executives and other key employees is 7,000,000 plus the remaining number of common shares available for grant under the Company’s 2011 Share Incentive Plan. The types of awards which may be granted under the 2019 Plan include shares, share options, share appreciation rights and dividend equivalent rights, as well as OP Units and LTIP Units (sometimes referred to as “restricted units”) of ERP Operating Limited Partnership, the Company’s operating partnership. The 2019 Plan will expire on June 27, 2029. As of the date hereof, there have been no awards made under the 2019 Plan.
A brief description of the 2019 Plan is included in the Company’s Proxy Statement for the Annual Meeting (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on April 23, 2019. The descriptions of the 2019 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2019 Plan, a copy of which is attached hereto as Exhibit 99.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders were asked to consider and vote upon the proposals described in the Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1 – Election of Trustees
All twelve of the nominees for Trustees were elected to serve for aone-year term which expires at the Company’s 2020 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the votes set forth below.
Nominee | For | Withheld | ||||||
Charles L. Atwood | 324,827,431 | 10,470,101 | ||||||
Raymond Bennett | 335,070,698 | 226,834 | ||||||
Linda Walker Bynoe | 324,428,748 | 10,868,784 | ||||||
Connie K. Duckworth | 333,273,570 | 2,023,962 | ||||||
Mary Kay Haben | 331,546,887 | 3,750,645 | ||||||
Bradley A. Keywell | 334,316,100 | 981,432 | ||||||
John E. Neal | 329,914,475 | 5,383,057 | ||||||
David J. Neithercut | 328,329,464 | 6,968,068 | ||||||
Mark J. Parrell | 334,626,537 | 670,995 | ||||||
Mark S. Shapiro | 326,028,063 | 9,269,469 | ||||||
Stephen E. Sterrett | 334,321,022 | 976,510 | ||||||
Samuel Zell | 288,730,967 | 46,566,565 | ||||||
There were 8,186,922 brokernon-votes with respect to Proposal 1.
Proposal 2 – Ratification of Independent Auditor for 2019
The selection of Ernst & Young LLP as the Company’s independent auditor for 2019 was ratified by the shareholders, by the votes set forth below.
For | 337,492,469 | |||
Against | 5,512,576 | |||
Abstain | 479,409 |
Proposal 3 – Advisory Approval of Executive Compensation
The shareholders approved, on an advisory basis, the executive compensation disclosed in the Proxy Statement, by the votes set forth below.
For | 304,277,449 | |||
Against | 30,655,669 | |||
Abstain | 364,414 | |||
BrokerNon-Votes | 8,186,922 |
Proposal 4 – Approval of the Company’s 2019 Plan
The shareholders approved the 2019 Plan, by the votes set forth below.
For | 321,109,138 | |||
Against | 14,021,473 | |||
Abstain | 166,921 | |||
BrokerNon-Votes | 8,186,922 |
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit | Description | |
| 99.1 | Equity Residential 2019 Share Incentive Plan. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EQUITY RESIDENTIAL | ||||||||
| Date: July 1, 2019 | By: | /s/ Scott J. Fenster | ||||||
| Name: | Scott J. Fenster | |||||||
| Its: | Executive Vice President and General Counsel | |||||||
| ERP OPERATING LIMITED PARTNERSHIP | ||||||||||
| By: | Equity Residential, its general partner | |||||||||
| Date: July 1, 2019 | By: | /s/ Scott J. Fenster | ||||||||
| Name: | Scott J. Fenster | |||||||||
| Its: | Executive Vice President and General Counsel | |||||||||
