8-K

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): December 17, 2015

EQUITY RESIDENTIAL

(Exact Name of Registrant as Specified in its Charter)

Maryland	1-12252	13-3675988
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois	0-24920	36-3894853
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

Two North Riverside Plaza, Suite 400

Chicago, Illinois 60606

(Address of principal executive offices)

Registrant’s telephone number: (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 17, 2015, Connie K. Duckworth was appointed as a Trustee of Equity Residential (the “Company”). In connection with Ms. Duckworth’s appointment, the size of the Company’s Board of Trustees was increased from 12 to 13. Ms. Duckworth was also appointed to serve on the Audit Committee effective as of such date. The Company has determined that Ms. Duckworth is independent of the Company and its management within the meaning of the New York Stock Exchange listing standards.

As a non-employee Trustee, Ms. Duckworth will receive an annual cash retainer of $60,000, an annual retainer of $120,000 to be paid in share options, restricted shares and/or restricted units, and an additional $10,000 annual cash retainer for her service on the Audit Committee, with all such amounts prorated from the date of her appointment to the date of the Company’s 2016 Annual Meeting of Shareholders. The Company will enter into an Indemnification Agreement with Ms. Duckworth in substantially the same form that the Company has entered into with its other trustees and executive officers. The form of the Indemnification Agreement was filed as Exhibit 10.18 to the Company’s Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission on March 12, 2004.

A copy of the press release announcing Ms. Duckworth’s appointment to the Company’s Board of Trustees is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 Financial Statement and Exhibits.

Exhibit Number	Description
99.1	Press Release dated December 17, 2015, announcing the appointment of Connie K. Duckworth to the Board of Trustees of Equity Residential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EQUITY RESIDENTIAL
Date: December 17, 2015	By:	/S/ Bruce C. Strohm
		Bruce C. Strohm
		Executive Vice President and General Counsel
	ERP OPERATING LIMITED PARTNERSHIP
	By:	Equity Residential, its general partner
Date: December 17, 2015	By:	/S/ Bruce C. Strohm
		Bruce C. Strohm
		Executive Vice President and General Counsel

EXHIBITS INDEX

Exhibit Number	Description
99.1	Press Release dated December 17, 2015, announcing the appointment of Connie K. Duckworth to the Board of Trustees of Equity Residential.

EX-99.1

Exhibit 99.1

NEWS RELEASE - FOR IMMEDIATE RELEASE

CONTACT: Marty McKenna (312) 928-1901

DECEMBER 17, 2015

Equity Residential Appoints Connie K. Duckworth to Board of Trustees

Chicago, IL – December 17, 2015 - Equity Residential (NYSE: EQR) announced today’s appointment of Connie K. Duckworth to the company’s Board of Trustees to serve until the next annual meeting of shareholders. Ms. Duckworth, who will serve as a member of the company’s Audit Committee, qualifies as an independent trustee under the New York Stock Exchange’s listing standards.

Ms. Duckworth, 61, is the Founder and CEO of ARZU, Inc., a social enterprise she founded which empowers destitute women weavers in rural Afghanistan. Ms. Duckworth retired in 2001 as a Partner and Managing Director of Goldman Sachs. During her 20-year career at the firm, she was the first woman to be named a sales and trading partner in the firm’s history. She currently serves as a Trustee of The Northwestern Mutual Life Insurance Company and a Director of Steelcase Inc. She formerly served on the boards of Russell Investment Group, Smurfit - Stone Container Corporation, Nuveen Investments and DNP Select Income Fund Inc.

“Connie is a talented and highly regarded executive, in both the financial and non-profit sectors, as well as a seasoned board member. She brings us tremendous experience and perspective and is a terrific addition to the Equity Residential Board,” said David J. Neithercut, Equity Residential’s President and CEO.

Equity Residential is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top U.S. growth markets. Equity Residential owns or has investments in 393 properties consisting of 109,540 apartment units. For more information on Equity Residential, please visit our website at www.equityapartments.com.