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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 15, 2023

 

 

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 No.)

 

 

 

 

 

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:

☐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

 

The 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 15, 2023, Equity Residential (the “Company”) held its 2023 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 nine of the nominees for Trustees were elected to serve for a one-year term which expires at the Company’s 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the votes set forth below.

Nominee

For

Withheld

Angela M. Aman

324,650,873

3,292,750

Linda Walker Bynoe

312,370,732

15,572,891

Mary Kay Haben

304,967,296

22,976,327

Tahsinul Zia Huque

324,426,469

3,517,154

John E. Neal

310,624,940

17,318,683

David J. Neithercut

314,310,996

13,632,627

Mark J. Parrell

323,895,394

4,048,229

Mark S. Shapiro

318,066,727

9,876,896

Stephen E. Sterrett

324,417,470

3,526,153

 

There were 14,804,578 broker non-votes with respect to Proposal 1.

 

Proposal 2 – Ratification of Independent Registered Public Accounting Firm for 2023

The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 was ratified by the shareholders, by the votes set forth below.

For

329,553,900

Against

12,927,124

Abstain

267,177

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

301,189,271

Against

26,201,478

Abstain

552,874

Broker Non-Votes

14,804,578

Proposal 4 – Advisory Approval of Frequency of Vote on Executive Compensation

 

The shareholders determined, on an advisory basis, that the Company hold a vote on executive compensation every year, by the votes set forth below.

 

One Year

319,665,221

Two Years

58,598

Three Years

7,939,458

Abstain

280,346

Broker Non-Votes

14,804,578

 

The Company’s Board of Trustees has considered these results and determined that the Company will continue to hold a non-binding advisory vote on executive compensation every year until the next required advisory vote on the frequency of the vote on executive compensation or until the Company’s Board of Trustees otherwise determines that a different frequency for such advisory vote is in the best interests of the shareholders of the Company.

 

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 20, 2023

By:

/s/ Scott J. Fenster

 

 

Name:

Its:

Scott J. Fenster
Executive Vice President and General Counsel