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Section 1: 8-K (8-K)

8-K
false 0000906107 0000906107 2020-06-25 2020-06-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-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 25, 2020

 

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)

Two North Riverside Plaza

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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

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 Rule 12b-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 5.07 Submission of Matters to a Vote of Security Holders.

On June 25, 2020, Equity Residential (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders were asked to consider and vote upon the proposals described in the Company’s Proxy Statement for the Annual Meeting (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 a one-year term which expires at the Company’s 2021 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the votes set forth below.

Nominee

 

For

   

Withheld

 

Raymond Bennett

   

335,235,110

     

208,565

 

Linda Walker Bynoe

   

328,933,004

     

6,510,671

 

Connie K. Duckworth

   

333,358,011

     

2,085,664

 

Mary Kay Haben

   

331,608,528

     

3,835,147

 

Tahsinul Zia Huque

   

335,222,653

     

221,022

 

Bradley A. Keywell

   

335,221,726

     

221,949

 

John E. Neal

   

321,362,891

     

14,080,784

 

David J. Neithercut

   

333,184,941

     

2,258,734

 

Mark J. Parrell

   

335,227,519

     

216,156

 

Mark S. Shapiro

   

328,793,601

     

6,650,074

 

Stephen E. Sterrett

   

335,083,621

     

360,054

 

Samuel Zell

   

282,198,904

     

53,244,771

 

There were 9,078,472 broker non-votes with respect to Proposal 1.

Proposal 2 – Ratification of Independent Auditor for 2020

The selection of Ernst & Young LLP as the Company’s independent auditor for 2020 was ratified by the shareholders, by the votes set forth below.

For

   

334,687,975

 

Against

   

9,646,924

 

Abstain

   

187,248

 

2


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

   

310,423,390

 

Against

   

9,243,296

 

Abstain

   

15,776,989

 

Broker Non-Votes

   

9,078,472

 

3


SIGNATURES

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.

 

 

EQUITY RESIDENTIAL

             

Date: June 29, 2020

 

 

By:

 

/s/ Scott J. Fenster

 

 

Name:

 

Scott J. Fenster

 

 

Its:

 

Executive Vice President and General Counsel

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