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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 20, 2024

 

 

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 20, 2024, Equity Residential (the “Company”) held its 2024 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 eleven of the nominees for Trustees were elected to serve for a one-year term which expires at the Company’s 2025 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

331,311,159

2,251,860

Linda Walker Bynoe

319,073,122

14,489,897

Mary Kay Haben

302,000,723

31,562,296

Ann C. Hoff

332,509,839

 

1,053,180

Tahsinul Zia Huque

329,339,176

4,223,843

Nina P. Jones

332,366,003

 

1,197,016

John E. Neal

323,492,346

10,070,673

David J. Neithercut

320,516,550

13,046,469

Mark J. Parrell

329,228,207

4,334,812

Mark S. Shapiro

309,738,537

23,824,482

Stephen E. Sterrett

331,582,151

1,980,868

 

There were 15,191,048 broker non-votes with respect to Proposal 1.

 

Proposal 2 – Ratification of Independent Registered Public Accounting Firm for 2024

The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 was ratified by the shareholders, by the votes set forth below.

For

334,185,820

Against

14,229,759

Abstain

338,488

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

300,231,816

Against

32,636,015

Abstain

695,188

Broker Non-Votes

15,191,048

 

 

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 25, 2024

By:

/s/ Scott J. Fenster

 

 

Name:

Its:

Scott J. Fenster
Executive Vice President and General Counsel