8-K

EQUITY RESIDENTIAL

Date: June 12, 2014

/s/ Bruce C. Strohm

Bruce C. Strohm

Executive Vice President and General Counsel

0001193125-14-234941.txt : 20140624 0001193125-14-234941.hdr.sgml : 20140624 20140612171001 ACCESSION NUMBER: 0001193125-14-234941 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140612 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140612 DATE AS OF CHANGE: 20140612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 14907838 BUSINESS ADDRESS: STREET 1: EQUITY RESIDENTIAL STREET 2: TWO NORTH RIVERSIDE PLAZA, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129281178 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST DATE OF NAME CHANGE: 19930524 8-K 1 d742786d8k.htm 8-K 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): June 12, 2014

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 Number)

Two North Riverside Plaza

Suite 400, 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 (see General Instruction A.2 below):

¨	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))

ITEM 5.07

Submission of Matters to a Vote of Security Holders.

On June 12, 2014, Equity Residential (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders:

•

Elected all eleven nominees for Trustees to a one-year term;

•

Ratified the appointment of Ernst & Young LLP as the independent auditor for 2014; and

•

On an advisory basis, approved the executive compensation set forth in the Company’s Proxy Statement for the Annual Meeting (the “Proxy Statement”).

The following are the final voting results for each of the three proposals presented at the Annual Meeting:

Proposal 1 – Election of Trustees:


Nominee	For		Withheld
John W. Alexander		314,619,058		5,327,715
Charles L. Atwood		314,631,650		5,315,123
Linda Walker Bynoe		313,212,094		6,734,679
Mary Kay Haben		316,514,028		3,432,745
Bradley A. Keywell		316,711,398		3,235,375
John E. Neal		314,887,986		5,058,787
David J. Neithercut		318,149,511		1,797,262
Mark S. Shapiro		313,051,248		6,895,525
Gerald A. Spector		313,968,202		5,978,571
B. Joseph White		314,652,270		5,294,503
Samuel Zell		310,329,855		9,616,918

There were 10,544,700 broker non-votes with respect to Proposal 1.

Proposal 2 – Ratification of the selection of Ernst & Young LLP:


For			324,817,781
Against			5,453,328
Abstain			220,364

Proposal 3 – Approval, on an advisory basis, of the executive compensation in the Proxy Statement:


For			191,452,331
Against			128,033,476
Abstain			460,966
Broker Non-Votes			10,544,700

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.