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): August 31, 2021

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 5.07. Submission of Matters to a Vote of Security Holders.

On August 31, 2021, Equity Commonwealth (“EQC”), a Maryland real estate investment trust, held a special meeting of shareholders (the “EQC Special Meeting”) to consider certain proposals related to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) dated as of August 15, 2021, by and among EQC, Monmouth Real Estate Investment Corporation (“Monmouth”), a Maryland corporation, and EQC Maple Industrial LLC (f/k/a RS18 LLC) (“Merger Sub”), a Maryland limited liability company and subsidiary of EQC. Pursuant to the Merger Agreement, EQC had agreed to acquire Monmouth in a cash and stock transaction (the “Merger”).

As of August 2, 2021, the record date for the EQC Special Meeting, there were 121,940,355 outstanding common shares of beneficial interest of EQC, $0.01 par value per share (“EQC common shares”). Two proposals were voted upon by EQC common shareholders at the EQC Special Meeting. The proposals are described in the joint proxy statement/prospectus dated July 23, 2021, as amended by the amendment dated August 18, 2021. The voting results for each proposal are set forth below.

Proposal 1: EQC Issuance Proposal

At the EQC Special Meeting, EQC’s common shareholders voted affirmatively to approve the issuance of EQC common shares in connection with the Merger (the “EQC Issuance Proposal”). The EQC Issuance Proposal was approved, with the following vote counts:

Votes For	Votes Against	Abstentions	Broker Non-Votes
107,371,457	191,927	340,905	0

Proposal 2: EQC Adjournment Proposal

At the EQC Special Meeting, EQC’s common shareholders voted affirmatively to approve one or more adjournments of the EQC Special Meeting to another date, time, place, or format, if necessary or appropriate, to solicit additional proxies in favor of the EQC Issuance Proposal (the “EQC Adjournment Proposal”). The EQC Adjournment Proposal was approved, with the following vote counts:

Votes For	Votes Against	Abstentions	Broker Non-Votes
96,527,646	11,023,848	352,795	0

Item 1.02 Termination of a Material Definitive Agreement

The Merger was subject to a number of conditions contained in the Merger Agreement, including approval of the Merger by Monmouth’s common shareholders. On August 31, 2021, a special meeting of Monmouth’s common shareholders (the “Monmouth Special Meeting”) was held in order to vote upon a proposal to approve the Merger. Following the Monmouth Special Meeting, Monmouth notified EQC and publicly announced that Monmouth did not obtain the necessary shareholder votes to approve the Merger.

Following Monmouth’s failure to receive shareholder approval of the Merger, on August 31, 2021, EQC terminated the Merger Agreement pursuant to Section 8.1(b)(iii) thereunder. Several provisions of the Merger Agreement survive termination, including Section 8.3 relating to termination fees and expense reimbursement. In accordance with Section 8.3(f) of the Merger Agreement, EQC is seeking reimbursement from Monmouth for its out-of-pocket expenses, up to $10.0 million.

Item 8.01. Other Events.

On August 31, 2021, EQC issued a press release announcing (i) the results of the EQC Special Meeting, and (ii) the termination of the Merger Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Regulation FD Disclosures

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

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 1, 2021

EX-99.1

Exhibit 99.1

Equity Commonwealth Announces Results of Special Meeting and Termination of Merger Agreement with Monmouth

CHICAGO – August 31, 2021 – Equity Commonwealth (NYSE: EQC) announced today that its shareholders approved the proposals in connection with the proposed merger with Monmouth Real Estate Investment Corporation (NYSE: MNR), or Monmouth. Earlier today, Monmouth announced it did not receive the requisite shareholder support for the merger proposal at its special shareholder meeting. As a result, Equity Commonwealth has terminated the merger agreement and has requested reimbursement of fees and expenses pursuant to its terms.

“While we are disappointed with the results of Monmouth’s shareholder vote, we are proud of the efforts of the EQC team throughout the process,” said David Helfand, President and CEO.

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 portfolio is comprised of 4 properties totaling 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 websites. We routinely post important information on our websites at www.eqcre.com, including information that may be deemed to be material. We encourage investors and other interested parties to monitor these distribution channels for material disclosures.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed merger or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward Looking Statements

Some of the statements contained in this press release constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to, statements regarding consummating the merger, pertaining to the marketing of certain properties for sale and consummating any sales, including our statements regarding the overall impact of COVID-19 on the foregoing to the extent we make any such statements. Any forward-looking statements contained in this press release are intended to be made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”

“estimates,” “predicts,” “potential,” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this press release reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q.

Investors & Media Contact

Sarah Byrnes

(312) 646-2801

ir@eqcre.com

XML

Cover Page	Aug. 31, 2021
Document Information [Line Items]
Entity Central Index Key	0000803649
Amendment Flag	false
Document Type	8-K
Document Period End Date	Aug. 31, 2021
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