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): May 18, 2023

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 8.01. Other Events.

Equity Commonwealth (the “Company”) regretfully reports that Sam Zell, Chairman of the Board of Trustees (the “Board”) of the Company, passed away on May 18, 2023. Mr. Zell served as Chairman of the Board since 2014 and also served as Chairman of Equity Group Investments, Equity Residential and Equity LifeStyle Properties. On May 19, 2023, the Board: (i) named David Helfand, the President and Chief Executive Officer of the Company since 2014, to serve as Chair of the Board, effective immediately, and (ii) reduced its size from 8 to 7 trustees. A copy of the Company's press release on May 18, 2023, announcing Mr. Zell’s passing, is filed with this Form 8-K as Exhibit 99.1 hereto and incorporated by reference herein. A copy of the Company’s press release on May 19, 2023, announcing Mr. Helfand’s appointment and the Board size reduction, is filed with this Form 8-K as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

99.1	Press Release Dated May 18, 2023.
99.2	Press Release Dated May 19, 2023.
104	The cover page from this Current Report on form 8-K, formatted in Inline XBRL.

2

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/ William H. Griffiths
Name:	William H. Griffiths
Title:	Executive Vice President, Chief
	Financial Officer and Treasurer

Date: May 19, 2023

EX-99.1

Exhibit 99.1

Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606

Equity Commonwealth Announces the Death of Sam Zell, Our Chairman

Chicago – May 18, 2023 - Equity Commonwealth (NYSE: EQC) announced today that Sam Zell, its Chairman of the Board of Trustees, died today due to complications from a recent illness.

Sam served as our Chairman since we took responsibility for EQC in May 2014. Sam also served as the chairman of Equity Group Investments, the private investment firm he founded more than 50 years ago, and chaired two other companies listed on the New York Stock Exchange: Equity Residential and Equity LifeStyle Properties.

A video created by Equity Group Investments is available at www.samzelllegacy.com.

For more information on Sam’s life and accomplishments, visit www.egizell.com and www.samzell.com.

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 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

Bill Griffiths

(312) 646-2801

EX-99.2

Exhibit 99.2

Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606

Equity Commonwealth Announces David Helfand as Chair of the Board of Trustees

CHICAGO – May 19, 2023 – Equity Commonwealth (NYSE: EQC) announced today that its Board of Trustees (the “Board”) has named David Helfand to serve as the Chair of the Board, effective immediately.Mr. Helfand has served as the company’s President and Chief Executive Officer since 2014 and will continue in those roles. The Board also reduced its size from 8 to 7 trustees.

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 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

Bill Griffiths

(312) 646-2801

XML

Cover Page	May 18, 2023
Document Information [Line Items]
Entity Central Index Key	0000803649
Amendment Flag	false
Document Type	8-K
Document Period End Date	May 18, 2023
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