Registration No. 333-102609
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITY RESIDENTIAL
(Exact name of registrant as specified in its charter)
| Maryland | 13-3675988 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Two North Riverside Plaza Chicago, Illinois | 60606 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
EQUITY RESIDENTIAL 2002 SHARE INCENTIVE PLAN
(Full title of the plan)
Mark J. Parrell
President and Chief Executive Officer
Two North Riverside Plaza
Chicago, Illinois 60606
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Brooke R. Kerendian
DLA Piper LLP (US)
444 West Lake Street, Suite 900
Chicago, Illinois 60606
Telephone: (312) 368-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated Filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller Reporting Company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Equity Residential (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (this “Post-Effective Amendment”) to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 21, 2003 (Registration Statement No. 333-102609 and referred to herein as the “Prior Registration Statement”) with respect to the Company’s common shares of beneficial interest, $.01 par value per share (the “Common Shares”), thereby registered for offer or sale pursuant to the Equity Residential 2002 Share Incentive Plan (the “2002 Plan”). The Prior Registration Statement initially registered 23,125,828 Common Shares with respect to the 2002 Plan.
The Company has since adopted a subsequent equity incentive plan, the Equity Residential 2011 Share Incentive Plan (the “2011 Plan”), which replaced the 2002 Plan as of June 16, 2011, the date the Company’s shareholders approved the 2011 Plan. No future awards will be made under the 2002 Plan. This Post-Effective Amendment is being filed solely to deregister (i) the Common Shares registered under the Prior Registration Statement that remained available for awards under the 2002 Plan as of the close of business on June 16, 2011 and (ii) the Common Shares registered under the Prior Registration Statement underlying certain awards made under the 2002 Plan, which awards have since expired unexercised or have otherwise been forfeited. Such Common Shares are hereby deregistered under the Prior Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 3, 2023.
| EQUITY RESIDENTIAL | ||
| By: | /s/ Mark J. Parrell Mark J. Parrell President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities set forth below and on the dates indicated:
Name | Title | Date | ||
/s/ Mark J. Parrell | President, Chief Executive Officer and Trustee | April 3, 2023 | ||
| Mark J. Parrell | (Principal Executive Officer) | |||
/s/ Robert A. Garechana | Executive Vice President and Chief Financial Officer | April 3, 2023 | ||
| Robert A. Garechana | (Principal Financial Officer) | |||
/s/ Ian S. Kaufman | Senior Vice President and Chief Accounting Officer | April 3, 2023 | ||
| Ian S. Kaufman | (Principal Accounting Officer) | |||
/s/ Angela M. Aman | Trustee | April 3, 2023 | ||
| Angela M. Aman | ||||
/s/ Linda Walker Bynoe | Trustee | April 3, 2023 | ||
| Linda Walker Bynoe | ||||
/s/ Mary Kay Haben | Trustee | April 3, 2023 | ||
| Mary Kay Haben | ||||
/s/ T. Zia Huque | Trustee | April 3, 2023 | ||
| T. Zia Huque | ||||
/s/ John E. Neal | Trustee | April 3, 2023 | ||
| John E. Neal | ||||
/s/ David J. Neithercut | Trustee | April 3, 2023 | ||
| David J. Neithercut | ||||
/s/ Mark S. Shapiro | Trustee | April 3, 2023 | ||
| Mark S. Shapiro | ||||
/s/ Stephen E. Sterrett | Trustee | April 3, 2023 | ||
| Stephen E. Sterrett | ||||
/s/ Samuel Zell | Chairman of the Board of Trustees | April 3, 2023 | ||
| Samuel Zell | ||||
