8-K

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): September 16, 2020

EQUITY COMMONWEALTH

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

	1-9317				04-6558834
(Commission File Number)				(IRS Employer Identification No.)
Two North Riverside Plaza, Suite 2100		Chicago	IL	60606
(Address of Principal Executive Offices)				(Zip Code)

(312) 646-2800

(Registrant’s Telephone Number, Including Area Code)

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:

☐ 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 Exchange Act:
Title Of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest	EQC	New York Stock Exchange
6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest	EQCpD	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. o

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

(d)On September 16, 2020, Ellen-Blair Chube was appointed as a Trustee of Equity Commonwealth, a Maryland real estate investment trust (the “Company”). In connection with Ms. Chube’s appointment, the size of the Company’s Board of Trustees (the “Board”) was increased from 11 to 12. Ms. Chube was also appointed to serve on the Board’s Nominating and Corporate Governance Committee effective as of such date. The Company has determined that Ms. Chube is independent of the Company and its management within the meaning of the New York Stock Exchange listing standards.

As a non-employee Trustee, Ms. Chube will receive an annual retainer of $60,000 in cash and $100,000 of equity awards to be paid in restricted shares. Ms. Chube will also receive an additional $6,000 annual cash retainer for her service on the Nominating and Corporate Governance Committee. All such amounts will be prorated from the date of her appointment to the anniversary of the Company’s 2020 Annual Meeting of Shareholders, June 23, 2021.

A copy of the press release announcing Ms. Chube’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibit.

Exhibit Number	Description
99.1	Press Release dated September 17, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 COMMONWEALTH
By:	/s/ Orrin S. Shifrin
Name:	Orrin S. Shifrin
Title:	Executive Vice President, General
	Counsel and Secretary

Date: September 17, 2020

EX-99.1

Exhibit 99.1

Equity Commonwealth Appoints Ellen-Blair Chube to Board of Trustees

CHICAGO – September 17, 2020 - Equity Commonwealth (NYSE: EQC) announced the appointment of Ellen-Blair Chube to the Company’s Board of Trustees until the next annual meeting of shareholders. Equity Commonwealth's Board of Trustees has determined that Ms. Chube, who will serve as a member of the Company’s Nominating and Corporate Governance Committee, qualifies as an independent trustee under the New York Stock Exchange listing standards.

Ms. Chube, 39, is a Partner, Managing Director and Client Service Officer of William Blair, a global boutique investment bank and investment management company. Prior to joining William Blair in 2015, Ms. Chube was Vice President and Chief of Staff to the Chairman and CEO at Ariel Investments. Before Ariel Investments, Ms. Chube spent nearly a decade in Washington, D.C. working on financial services policy in both the House of Representatives and the US Senate. Ms. Chube also serves on the board of Oil-Dri Corporation of America (NYSE: ODC), is a trustee of the Museum of Contemporary Art in Chicago and is on the board of the Chicago Children’s Choir. Ms. Chube holds a JD from Georgetown University Law Center and a BA in political science from Northwestern University.

“Ellen-Blair brings valuable experience in corporate governance, financial services and public policy,” said Sam Zell, Equity Commonwealth’s Chairman. “We are extremely pleased that Ellen-Blair has joined our Board, and we look forward to her many contributions over the coming years.”

About Equity Commonwealth

Equity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised real estate investment trust (REIT) with commercial office properties in the United States. EQC’s same property portfolio is comprised of 4 properties and 1.5 million square feet.

Regulation FD Disclosures

We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material.We encourage investors and others interested in the company to monitor these distribution channels for material disclosures.

Investor Contact

Sarah Byrnes, Equity Commonwealth, (312) 646-2801

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XML

Cover Page	Sep. 16, 2020
Document Information [Line Items]
Entity Central Index Key	0000803649
Amendment Flag	false
Document Type	8-K
Document Period End Date	Sep. 16, 2020
Entity Registrant Name	EQUITY COMMONWEALTH
Entity Incorporation, State or Country Code	MD
Entity File Number	1-9317
Entity Tax Identification Number	04-6558834
Entity Address, Address Line One	Two North Riverside Plaza, Suite 2100
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	(312)
Local Phone Number	646-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Shares of Beneficial Interest
Document Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	EQC
Security Exchange Name	NYSE
6 1/2% Series D Cumulative Convertible Preferred Shares of Beneficial Interest
Document Information [Line Items]
Title of 12(b) Security	6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest
Trading Symbol	EQCpD
Security Exchange Name	NYSE