UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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	2017 Proxy Statement and
	Annual Meeting of Shareholders

Notice of 2017 Annual Meeting of Shareholders

April 27, 2017

Dear Fellow Shareholders,

You are cordially invited to attend Equity Residential’s 2017 Annual Meeting of Shareholders. This year’s meeting will be held on Thursday, June 15, 2017 at 8:00 a.m. at Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, at which time shareholders of record at the close of business on March 31, 2017 will be asked to:

• Elect twelve trustees to a one-year term;

• Ratify our selection of Ernst & Young LLP as our independent auditor for 2017;

• Approve our executive compensation;

• Approve the frequency of the vote on executive compensation; and

• Consider the shareholder proposal to allow shareholders to amend the Company’s Bylaws and any other business properly brought before the meeting.

Your vote is very important. Whether or not you attend the meeting in person, we urge you to vote as soon as possible. Instructions on how to vote are contained in the Proxy Statement.

Our Board of Trustees values your opinion as a shareholder and appreciates your continued support of Equity Residential.

Sincerely,

David J. Neithercut

President and Chief Executive Officer

Bruce C. Strohm

Executive Vice President, General Counsel and Corporate Secretary

TABLE OF CONTENTS

	PAGE
SUMMARY OF MATTERS FOR SHAREHOLDER VOTING	1
GOVERNANCE OF THE COMPANY	2
Corporate Governance	2
Biographical Information and Qualifications of  Trustees	7
Board Committees	14
Trustee Nomination Procedures	16
Biographical Information of Executive Officers	17
COMMON SHARE OWNERSHIP OF TRUSTEES AND  EXECUTIVE OFFICERS	19
COMMON SHARE OWNERSHIP OF PRINCIPAL  SHAREHOLDERS	20
COMPENSATION DISCUSSION AND ANALYSIS	21
Company Highlights	22
2016 Executive Compensation Program	22
Evaluation of 2016 Performance	26
Compensation for the Chief Executive Officer  in 2016	30
Compensation for the Other Named Executives  in 2016	30
COMPENSATION COMMITTEE REPORT	34
EXECUTIVE COMPENSATION	35
TRUSTEE COMPENSATION	44
AUDIT COMMITTEE REPORT	47
MATTERS FOR SHAREHOLDER VOTING	47
Proposal 1 - Election of Trustees	47
Proposal 2 - Ratification of Selection  of Independent Auditor	49
Proposal 3 - Approval of Executive  Compensation	50
Proposal 4 - Approval  of Frequency of Vote on Executive Compensation	51
Proposal 5 -  Shareholder Proposal to Allow Shareholders to Amend the Company’s Bylaws	52
INFORMATION ABOUT THE ANNUAL MEETING	54
MISCELLANEOUS	56
SUPPLEMENTAL APPENDIX	58

PROXY STATEMENT

This Proxy Statement and related proxy materials are being made available to shareholders of Equity Residential (“Equity Residential” or the “Company”) on or about April 27, 2017 in connection with the solicitation by our Board of Trustees (the “Board”) of proxies to be voted at the Company’s 2017 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 15, 2017 at 8:00 a.m. at Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606.

SUMMARY OF MATTERS FOR SHAREHOLDER VOTING

At this year’s Annual Meeting, we are asking our shareholders to vote on the following matters:

Proposal 1:     Election of Trustees

The Board recommends a vote FOR the election of the following nominees for trustee (the “Trustees”): Samuel Zell, David J. Neithercut, John W. Alexander, Charles L. Atwood, Linda Walker Bynoe, Connie K. Duckworth, Mary Kay Haben, Bradley A. Keywell, John E. Neal, Mark S. Shapiro, Gerald A. Spector and Stephen E. Sterrett.

Proposal 2:     Ratification of Ernst & Young LLP as Independent Auditor for 2017

The Board recommends a vote FOR this proposal.

Proposal 3:     Advisory Approval of Executive Compensation

The Board recommends a vote FOR this proposal.

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

The Board recommends allowing shareholders the right to vote on Executive Compensation every year (as opposed to every 2 or 3 years).

Proposal 5:     Shareholder Proposal to Allow Shareholders to Amend the Company’s Bylaws

The Board recommends a vote AGAINST this proposal.

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GOVERNANCE OF THE COMPANY

Corporate Governance

The Company is dedicated to establishing and maintaining high standards of corporate governance. The Board has implemented many corporate governance measures over the years designed to serve the interests of our shareholders and further align the interests of trustees and management with those of our shareholders. Below are some of the Company’s corporate governance highlights:

✓   10 of 12 Trustee Nominees are Independent ✓   Annual Election of Trustees ✓   Majority Voting for Trustees ✓   Independent Lead Trustee ✓   Independent Board Committees ✓   Separate Chairman & CEO ✓   Trustees Meet in Executive Session without Management ✓   Risk Oversight by Board and Committees ✓   Annual Board Self-Assessment Process ✓   Ongoing Board Refreshment Process ✓   Active Shareholder Engagement ✓   Regular Succession Planning ✓   No Employment Agreements with Executives ✓   Executive Compensation Driven by Pay for Performance Philosophy ✓   Prohibition against Hedging of Company shares ✓   No Shareholder Rights Plan ✓   Bylaws include Proxy Access Nominating Provisions ✓   Internal Disclosure Committee for Financial Reporting ✓   Share Ownership Guidelines for Trustees and Executives ✓   Publish Annual Corporate Social Responsibility and Sustainability Report ✓   Disclosure of Political Contribution Policy and Expenditures

Board of Trustees

Our business and affairs are managed under the direction of the Board of Trustees. Members of the Board are kept informed of the Company’s business through discussions with the Chairman, the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Board members have complete access to the Company’s management team and our independent auditor.

The Board and each of the key committees – Audit, Compensation and Corporate Governance – also have authority to retain, at the Company’s expense, outside counsel, consultants or other advisors in the performance of their duties. The Company’s Corporate Governance Guidelines require that a majority of the trustees be independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards.

KEY CORPORATE GOVERNANCE DOCUMENTS
Please visit the Company’s website at www.equityapartments.com in the investor section under “Corporate Governance” to view the following documents:
•    Declaration of Trust •    Bylaws •    Committee Charters	•    Corporate Governance Guidelines •    Code of Ethics and Business Conduct •    Political Contributions Policy
These documents are also available free of charge by writing to Equity Residential, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, Attn: Corporate Secretary or by contacting Investor Relations by phone (1-888-879-6356) or e-mail (investorrelations@eqr.com). No information contained on the Company’s website is part of or incorporated into this Proxy Statement.

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Board Leadership Structure and Succession

Since the formation of the Company in 1993, we have separated the roles of Chairman of the Board and Chief Executive Officer. Samuel Zell has served as Chairman since our initial public offering in August 1993 and is uniquely qualified to serve in this role. Mr. Zell is recognized as one of the founders of today’s public real estate industry after creating two of the largest real estate investment trusts (“REITs”) in the country: the Company, which has delivered a 13.4% annualized total shareholder return from its IPO in August 1993 through December 31, 2016, and Equity Office Properties Trust, which delivered a 17.4% annualized total shareholder return from its IPO in July 1997 through its sale in February 2007. Mr. Zell also founded Equity LifeStyle Properties, Inc. (NYSE: ELS), the largest REIT in its sector and one that has delivered a 16.0% annualized total shareholder return from its IPO in February 1993 through December 31, 2016.

As our Chairman, Mr. Zell presides over meetings of the Board of Trustees, stewards the Company, counsels senior management regarding strategy and provides them with a network of resources across the industry. David J. Neithercut, our President and CEO, sets the strategic direction for the Company under the direction of the Board, is responsible for the day-to-day leadership and performance of the Company and sets the agenda for Board meetings in consultation with the Chairman and our Lead Trustee. We believe the Company is well-served by our current leadership structure.

In the event the Chairman of the Board and/or the CEO is unexpectedly unable to serve, (i) the Lead Trustee shall automatically be appointed to serve as the interim successor to the Chairman, (ii) the Chairman shall automatically be appointed to serve as the interim successor to the CEO and (iii) the Lead Trustee will promptly call a meeting of the Board for the purposes of appointing a special committee to start the process to recommend candidates to serve as a permanent replacement for either or both positions.

Lead Trustee

Charles L. Atwood has been the Company’s Lead Trustee since March 2009. Mr. Atwood’s duties as Lead Trustee include:

•    Consistent and regular communication with the CEO regarding the Board’s oversight responsibilities •    Ensuring that the Board performs its annual evaluation of the CEO’s performance •    Serving as liaison between Chairman and the other trustees •    Presiding at all executive sessions and any Board meetings in the unlikely event the Chairman is not present •    Participating with the CEO in planning and setting agendas for Board meetings •    Determining with the CEO the necessary information trustees should receive regarding matters to be discussed at Board meetings

Executive Sessions

Pursuant to the Company’s Corporate Governance Guidelines, the non-management trustees of the Board meet in regularly scheduled executive sessions without management. The independent trustees also meet in executive session at least once a year. In 2016, the non-management trustees held four executive sessions, and the independent trustees held one executive session.

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The Board’s Role in Risk Oversight

While risk management is primarily the responsibility of management, the Board provides overall risk oversight, both directly and through its committees, to identify and assess the major risks the Company faces, and the policies and procedures for monitoring and controlling such risks.

• The Audit Committee reviews financial, accounting and internal control risks, in accordance with NYSE requirements, and has responsibility for the Company’s Code of Ethics and Business Conduct.

• The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s leadership, management succession planning and compensation philosophy and programs.

• The Corporate Governance Committee reviews the Company’s enterprise risk management, corporate governance risks, and is responsible for ensuring that the Board has the right mix of skills, experience and diversity to perform all of its duties, including its overall risk oversight function.

Each of these committees meets with and reviews material from management and internal audit (as applicable) and reports to the Board, thereby keeping the entire Board fully informed and in a position to administer its overall risk management oversight responsibilities. Furthermore, at most regularly scheduled Board meetings, the Board reviews key matters relating to the Company’s finances, liquidity, IT security, operations and investment activity.

Assessment of Board Performance and Board Processes

Recognizing the importance of a rigorous self-evaluation process to allow boards to assess their performance and identify and address any potential gaps in the boardroom, the Board conducts an annual self-assessment of the performance of the full Board, individual Board members and Board committees. The Chair of the Corporate Governance Committee is responsible for leading the evaluation process.

For the 2016 assessment, the Committee Chair conducted a confidential and in-depth interview with each of the trustees to solicit their feedback. Following that, the Committee Chair discussed with each trustee individually his or her own evaluation and provided the full Board and Committees with feedback on their performance. The Lead Trustee interviewed each of the trustees about their evaluation of the Committee Chair of the Corporate Governance Committee and provided the Committee Chair with feedback on performance. This annual evaluation process provides a way to track progress in certain areas targeted for improvement from year to year and to identify opportunities to enhance the Board and Committees’ effectiveness. The assessments confirm whether the current Board leadership and structure continue to be optimal for the Company and are taken into account by the Corporate Governance Committee in making its recommendations to the Board regarding trustee nominees.

Management Development and Succession

The Board’s goal, through the oversight of the Compensation Committee, is to have an ongoing program for effective leadership development and succession for executive management. As reflected in the Company’s Corporate Governance Guidelines, the Compensation Committee discusses with the CEO his recommendations for management development and succession for the

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Company’s other executive officers. Additionally, the Compensation Committee oversees long range plans for management development and succession for the CEO.

The Board’s executive succession plan involves conducting regular talent reviews, creating profiles of ideal candidates and selecting potential successors expected to fit the needs of the Company over time. In implementing these plans, the Board believes that, at its core, succession planning: (i) is a board-driven, collaborative and continuous process; (ii) should take into account the Company’s long-term strategic goals; and (iii) involves building a talent-rich organization by attracting and developing the right people. Individuals who are identified as high potential leaders are given exposure and visibility to Board members through formal presentations and informal events. Furthermore, for 2016, twenty-five percent of the assessment of the CEO’s annual performance and ten percent of the assessment of the executive officers’ annual performance were based on individual goals that include development, succession or leadership-oriented goals. In addition to their review of executive officer development and succession, the Board is regularly updated on key talent indicators for the overall workforce, including diversity and other development programs.

Certain Relationships and Related Transactions

The Company has adopted a Code of Ethics and Business Conduct that applies to all trustees and employees. The purpose of the Code of Ethics and Business Conduct is to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and (iii) compliance with all applicable rules and regulations that apply to the Company and its officers, employees and trustees.

The Audit Committee has responsibility for reviewing the Company’s written policies relating to the avoidance of conflicts of interest and reviewing any proposed related party transactions. Pursuant to such policy, the Audit Committee, consisting solely of independent trustees, approved a transaction in July 2011 whereby ERP Operating Limited Partnership (the “Operating Partnership”), of which the Company is the general partner, leases its corporate headquarters pursuant to a ten-year lease from an entity controlled by Mr. Zell. While the rules of the Securities and Exchange Commission (“SEC”) classify this lease as a “related-party transaction”, the Company deems the lease to be immaterial and no different than any other office lease transaction that the Company could have entered into on arms-length terms at the same time. Specifically, an independent commercial office brokerage firm confirmed in a report to the Audit Committee that at the inception of the lease, the lease had terms that were equivalent to, or more tenant-friendly than, any other arms-length office lease with a ten-year term, entered into at the time, for similar space in Chicago’s West Loop neighborhood. Furthermore, the lease does not, in the opinion of the Company and the independent trustees, affect Mr. Zell’s ability to act in the best interests of the Company and its shareholders as the amount of lease income is insignificant for Mr. Zell in relation to his considerable net worth. Amounts incurred by the Company for the office lease and related office facility services in 2016 totaled $2,741,632.

Trustee Resignation Policy

The Company has a majority vote standard for the election of trustees in uncontested elections with a trustee resignation policy which requires that any trustee nominee who is not elected by a majority of votes cast must promptly tender his or her resignation to the Board. The Board would then decide within 90 days following certification of the shareholder vote, through a process managed by the Corporate Governance Committee and excluding the nominee in question, whether

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to accept or reject the tendered resignation, or whether other action is recommended. The Board would promptly publicly disclose its decision and rationale.

Share Ownership Guidelines

In keeping with its belief that aligning the financial interests of the Company’s executive officers and trustees with those of the shareholders will result in enhanced shareholder value, the Board has established the following executive officer and trustee share ownership guidelines:

Position	Minimum Share Ownership
Trustees	5x cash retainer
CEO	5x base salary
Executive Vice Presidents	3x base salary
Senior Vice Presidents	1x base salary

Executive officers and trustees have three years from appointment or promotion to comply with the ownership requirements. All of our executive officers and trustees have met their respective share ownership requirements or are in the permitted time frame to achieve such ownership.

The following equity interests count toward fulfillment of ownership guidelines provided that such equity interests have not been pledged as security for a financing obligation:

• Company shares;

• Partnership interests in the Operating Partnership (“OP Units”); and

• Restricted shares in the Company and restricted units in the Operating Partnership granted in connection with compensation awards. Restricted units are partnership interests that are convertible on a one-for-one basis into OP Units subject to certain vesting and other tax restrictions. Restricted shares and restricted units are collectively referred to in this Proxy Statement as “Share Awards”.

Securities Trading Policy and Prohibition against Hedging of Company Equity Securities

The Company’s Securities Trading Policy sets forth guidelines and restrictions applicable to trustees and executive officers of the Company regarding transactions involving Company equity securities. Pursuant to this policy, the Company regularly imposes a trading moratorium on all trustees and high level officers in advance of earnings releases, and otherwise trustees and officers are restricted from trading whenever they have knowledge of material non-public information. Among other things, this policy also prohibits our trustees and executive officers from selling any Company equity securities if he or she does not own the equity security at the time of sale (commonly called a “short sale”). This policy further prohibits trustees and executive officers from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of their Company equity securities.

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Corporate Social Responsibility

The Company is devoted to the incorporation of sustainability and social responsibility concepts in all aspects of its business and is especially proud of its outstanding performance in the 2016 Global Real Estate Sustainability Benchmark (“GRESB”) Survey– a globally-recognized third-party analysis of more than 750 real estate portfolios worldwide. For the second year in a row, the Company was recognized by GRESB as a Global/Residential Listed Sector Leader – the top performer in North America among all residential firms. In 2016, the Company also received the Residential Leader in the Light award from the National Association of Real Estate Investment Trusts (“NAREIT”) in recognition of the Company’s portfolio-wide sustainability initiatives. For further information, please see the Company’s 2016 Corporate Social Responsibility and Sustainability Report posted at www.equityapartments.com in the investor section under “Sustainability”.

Political Contributions Policy

The Company has a robust policy governing the approval of any political expenditures made by it. Under the policy, which is reviewed annually by the Corporate Governance Committee, any political spending by the Company must be legitimately linked to the Company’s business purposes and strategic intent, and approved by the Chief Executive Officer. The Corporate Governance Committee conducts an annual review to ensure that all political spending under the policy is legitimately linked to the Company’s business purpose and strategic intent. The policy, together with a disclosure on the amount spent under the policy during the previous calendar year, is available on the Company’s website at www.equityapartments.com in the investor section under “Corporate Governance”.

Biographical Information and Qualifications of Trustees

Our Trustees bring to the Company’s Board a wealth of business, real estate and/or leadership experience derived from their service as senior executives and, in some cases, leaders of complex organizations, and have the collective experience that meets the Company’s strategic objectives and contributes to the Board’s effectiveness as a whole. They also all bring public board and committee experience and have an understanding of corporate governance practices and trends. The process undertaken by the Corporate Governance Committee in recommending qualified trustee candidates is described under “Trustee Nomination Procedures” below.

Set forth below are biographies of each of our trustees as of April 1, 2017, which include a discussion of the specific skills and expertise that led to the Board’s conclusion that such individual should serve as a Trustee of the Company.

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Trustees Nominated for Re-Election

  Samuel Zell Chairman Age 75 Trustee since 1993 Samuel Zell, our founder and the Company’s Chairman since our initial public offering in 1993, is Chairman and Chief Executive Officer of Equity Group Investments, L.L.C., the private entrepreneurial investment firm he founded more than 45 years ago. He is also the founder of Equity International, a private investment firm focused on real estate-related companies outside the U.S. He also serves as chairman of Anixter International, Inc. (NYSE: AXE), Covanta Holding Corporation (NYSE: CVA), Equity Commonwealth (NYSE: EQC) and Equity LifeStyle Properties, Inc. (NYSE: ELS). Previously, Mr. Zell served as chairman of Equity Office Properties Trust, which was sold in February 2007 for $39 billion in the largest ever private equity transaction at the time. Mr. Zell served as the chairman of the Tribune Company, a private media conglomerate, until December 2012, at which time the Tribune Company emerged from Chapter 11 bankruptcy. Mr. Zell is an active philanthropist with a focus on entrepreneurial education. Through the Zell Family Foundation, he has led the sponsorship of several leading entrepreneurship programs, including: the Zell/Lurie Institute for Entrepreneurial Studies at University of Michigan’s Ross School of Business; the Zell Fellows Program at Northwestern University’s Kellogg School of Management; and the Zell Entrepreneurship Center at the Interdisciplinary Center Herzliya (IDC). The Zell Global Entrepreneur Network (ZGEN) unites the students and alumni of these programs and actively provides them with connections, opportunities, mentorship and support. Mr. Zell also sponsors the Samuel Zell/Robert Lurie Real Estate Center at University of Pennsylvania’s Wharton Real Estate Center. Mr. Zell received a J.D. from the University of Michigan Law School.   Qualifications •    Over 45 years of experience as a chairman, director, and executive of companies in various industries around the world •    Active manager of billions of dollars of global investments •    Recognized as a founder of the modern REIT industry and a leading driver for increased transparency and disclosure by public companies

  David J. Neithercut President & CEO Age 61 Trustee since 2006 David J. Neithercut has served as Chief Executive Officer of the Company since January 2006 and President of the Company since May 2005. He was Executive Vice President – Corporate Strategy of the Company from January 2004 to May 2005, and Executive Vice President and Chief Financial Officer of the Company from February 1995 to August 2004. Prior to joining Equity Residential, Mr. Neithercut served as Senior Vice President of Finance for Equity Group Investments, L.L.C. Mr. Neithercut is a director of General Growth Properties, Inc. (NYSE: GGP). He is a member of the Executive Board of NAREIT of which he served as Chairman in 2015. He also serves on the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University and the MBA Real Estate Program Advisory Board at Columbia University. Mr. Neithercut received an M.B.A. from the Columbia University Graduate School of Business.   Qualifications •    Uniquely qualified as the Chief Executive Officer of the Company •    Long and successful track record in various leadership roles at the Company and other organizations, including leading the development and execution of the Company’s portfolio repositioning over the last 10 years •    Wealth of expertise in dealing with complex management, financial and business issues

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  John W. Alexander Age 70 Trustee since 1993 Independent Committees • Compensation • Governance John W. Alexander has been President of Mallard Creek Capital Partners, Inc., an investment company with interests in real estate, development entities and operating companies, since 1994. He also has been a partner of Meringoff Equities, a real estate investment company, since 1987 and previously served as its Chief Financial Officer and as a managing director. He had earlier careers at Citibank and Toronto-based Cadillac Fairview, which was North America’s largest public real estate company at that time.   Qualifications •    Extensive hands-on management experience at various large companies in the real estate industry with similar activities to those of the Company •    Important insights gained from many years of board and leadership responsibilities •    Great depth of knowledge of the Company’s business and strategy

  Charles L. Atwood Lead Trustee Age 68 Trustee since 2003 Independent Committees • Compensation • Governance Charles L. Atwood, our Lead Trustee since March 2009, served as Vice Chairman of the Board of Directors of Harrah’s Entertainment, Inc. (now known as Caesars Entertainment Corporation), a private gaming and hospitality company, until his retirement in December 2008. Mr. Atwood had been Vice Chairman of Harrah’s public predecessor company until its sale in January 2008, a member of its Board since 2005, its Chief Financial Officer from 2001 to 2006, and had been with Harrah’s and its predecessors since 1979. During his tenure at Harrah’s, Mr. Atwood led that company’s merger, acquisition and divestiture activities, new development, and design and construction projects, representing tens of billions of dollars of transactions. Mr. Atwood serves as a director of Pinnacle Entertainment, Inc. (NYSE: PNK) and is a former director of Gala Coral, a private United Kingdom gaming industry company and ALST Casino Holdco, LLC, a private company in the casino and hospitality industry. Mr. Atwood received an M.B.A. in finance from Tulane University.   Qualifications •    Exceptional expertise in dealing with complex accounting, financial, regulatory and risk assessment issues, gained as CFO of a large international corporation •    Board and executive leadership experience in a wide range of complicated strategic transactions at multi-faceted companies •    Has previously served as an Audit committee financial expert, based on prior experience as a CFO

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  Linda Walker Bynoe Age 64 Trustee since 2009 Independent Committees • Governance (Chair) • Audit Linda Walker Bynoe has been President and Chief Executive Officer of Telemat Ltd., a management consulting firm, since 1995 and served as its Chief Operating Officer from 1989 through 1994. Ms. Bynoe served as a Vice President – Capital Markets for Morgan Stanley from 1985 to 1989, joining the firm in 1978. Ms. Bynoe serves as a director of Anixter International, Inc. (NYSE: AXE), Northern Trust Corporation (NASDAQ: NTRS) and Prudential Retail Mutual Funds and is a former director of Simon Property Group, Inc. (NYSE: SPG). Ms. Bynoe received an M.B.A. from Harvard Business School.   Qualifications •    Extensive experience as a director of financial services and other complex companies •    Diverse consulting and investment experience in various industries •    Audit committee financial expert, based on her expertise in accounting and financial risk management, as well as experience on other public company audit committees

  Connie K. Duckworth Age 62 Trustee since 2015 Independent Committees • Audit Connie K. Duckworth is the Chairman and CEO of ARZU, Inc., the social enterprise she founded in 2004 which empowers destitute women weavers in rural Afghanistan. After a distinguished 20-year career, Ms. Duckworth retired in 2000 as a Partner and Managing Director of The Goldman Sachs Group, Inc., the first woman to be named a sales and trading partner in the firm’s history. She is a trustee of the Northwestern Mutual Life Insurance Company, a director of Steelcase Inc. (NYSE: SCS), and formerly served as a director of Russell Investment Group, Smurfit-Stone Container Corporation, Nuveen Investments and DNP Select Income Fund Inc. Ms. Duckworth received an M.B.A. from the Wharton School of the University of Pennsylvania.   Qualifications •    Extensive experience with over 20 years of executive leadership in the financial services industry •    Successful social entrepreneur with proven operational skills in rapidly-changing settings •    Well-seasoned board member with service on numerous boards of other public companies and not-for-profit entities

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  Mary Kay Haben Age 60 Trustee since 2011 Independent Committees • Compensation
  (Chair) • Governance Mary Kay Haben served as the President-North America for the Wm. Wrigley Jr. Company, a leading confectionary company, until her retirement in February 2011. At Wrigley, Ms. Haben drove growth through new product and packaging innovation, as well as marketing efforts in emerging social media. Prior to joining Wrigley in 2007, Ms. Haben held various executive positions during her 27-year career at Kraft Foods Inc. These included leading significant business divisions and functions for Kraft, driving bottom line growth through marketing innovation and brand positioning efforts, as well as acquisitions and productivity initiatives. She serves as the lead director of Bob Evans Farms, Inc. (NASDAQ: BOBE) and is a director of The Hershey Company (NYSE: HSY). Ms. Haben received an M.B.A. from the University of Michigan Ross School of Business.   Qualifications •    Substantial experience as a brand builder and consumer products business leader •    Proven track record in exceeding consumer expectations through innovation and implementation of business strategies in various markets and media platforms •    Valuable marketing perspective as the Company continues to focus on ways to engage with current and future residents

  Bradley A. Keywell Age 47 Trustee since 2011 Independent Committees • Compensation Bradley A. Keywell is a co-founder and director of Groupon, Inc. (NASDAQ: GRPN); MediaBank LLC, a provider of integrated media procurement technology; and Echo Global Logistics, Inc. (NASDAQ: ECHO). He is also co-founder and CEO of Uptake Technologies LLC, a predictive analytics company, and the managing partner of Lightbank, a venture fund, and Meadow Lake Management LLC, an investment and advisory firm. Mr. Keywell is an Adjunct Professor at the University of Chicago Booth School of Business and received a J.D. from the University of Michigan Law School.   Qualifications •    Successful entrepreneur in both public and private markets across wide-ranging industries, with strong ability to assess risks relating to new ventures and investments •    Recognized leader in incorporating technological innovation to implement corporate strategy, operations and growth •    Diverse leadership and management experience

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  John E. Neal Age 67 Trustee since 2006 Independent Committees • Audit (Chair) John E. Neal is a partner of Linden LLC, a private equity firm. Mr. Neal has over 30 years of experience in executive positions in the financial services and banking industries with a primary focus on real estate finance, including leading the real estate lending and corporate banking businesses at Bank One Corporation, Kemper Financial Services and Continental Bank. He serves as a trustee of the Calamos Mutual Funds and also serves on the boards of private companies in a wide array of industries. He received an M.B.A. from Harvard Business School.   Qualifications •    Deep executive and management leadership experience in the real estate lending industry, during various and challenging business cycles •    Valuable insight into capital markets and trends •    Audit committee financial expert, based on banking and financial background

  Mark S. Shapiro Age 47 Trustee since 2010 Independent Committees • Compensation • Governance Mark S. Shapiro has served as the Co-President of WME/IMG, a global leader in sports, fashion and media since September 2016 and Chief Content Officer of WME/IMG since September 2014. He previously held various executive positions, including Chief Executive Officer, at Dick Clark Productions, an independent producer of television programming, from May 2010 to September 2014. Mr. Shapiro was the Chief Executive Officer and a director of Six Flags, Inc., the world’s largest regional theme park company, from December 2005 through May 2010. Prior to joining Six Flags, Inc., Mr. Shapiro spent 12 years at ESPN, Inc., where he ultimately served as Executive Vice President, Programming and Production and had significant responsibility in building the strength of the network’s brand which garnered numerous Emmy and Peabody awards. Mr. Shapiro also serves as a director of Live Nation Entertainment, Inc. (NYSE: LYV), Frontier Communications Corporation (NASDAQ: FTR), and Papa John’s International, Inc. (NASDAQ: PZZA) and is a former director of the Tribune Company.   Qualifications •    Business acumen as a CEO and board member of large and complex organizations •    Provider of unique and critical insights and innovation in media, marketing and branding strategies •    Insights into organizational transformation to deal with diverse economic and market-based challenges

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  Gerald A. Spector Vice Chairman Age 70 Trustee since 1993 Independent Committees • Audit Gerald A. Spector, our Vice Chairman since January 2008, was the Executive Vice President of the Company from March 1993 and Chief Operating Officer of the Company from February 1995 until his retirement in December 2007. Mr. Spector was the Chief Operating Officer of the Tribune Company from December 2009 through December 2010, and served as its Chief Administrative Officer from December 2007 through December 2009. He began his real estate career in the early 1970s and has extensive prior public and private board experience as well. Mr. Spector serves as a director of Equity Commonwealth (NYSE: EQC) and is a former Certified Public Accountant.   Qualifications •    Demonstrated leadership skills at the corporate board and executive levels •    Extensive management and financial experience acquired through 40 years of managing and operating real estate companies through various business cycles •    Experienced in driving operational excellence and development of strategic changes in portfolio focus •    Audit committee financial expert, based on his extensive financial and accounting experience

  Stephen E. Sterrett Age 61 Trustee since 2015 Independent Committees • Audit Stephen E. Sterrett served as the Senior Executive Vice President and Chief Financial Officer of Simon Property Group, Inc. (NYSE: SPG), one of the largest REITs in the world by equity market capitalization and a S&P 100 company, until his retirement in December 2014. He spent more than 26 years in various positions at Simon and its predecessor companies and had served as the Company’s Chief Financial Officer since 2000. Prior to joining Simon, Mr. Sterrett was a Senior Manager at the international firm of Price Waterhouse. Mr. Sterrett serves as a director of Berry Plastics Group, Inc. (NYSE: BERY) and Realty Income Corporation (NYSE: O), and received an M.B.A. from Indiana University.   Qualifications •    Extraordinarily equipped with wide-ranging knowledge in real estate and public company matters •    Executive leadership experience and expertise in financial, operational and strategic issues facing large real estate companies •    Audit committee financial expert, based on prior experience as a CFO

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Incumbent Trustee Retiring

	B. Joseph White is retiring effective at the end of his term on June 15, 2017, after serving as a Trustee of the Company since August 1993. As a result, the Board will be reduced to twelve members. The Board appreciates Mr. White’s many years of dedicated service and valuable contributions as a member of the Board and its various committees. Mr. White is the President Emeritus of the University of Illinois and The James F. Towey Professor of Business and Leadership in the College of Business at the University’s Urbana-Champaign campus. Mr. White served as President of the University of Illinois, a $4.5 billion enterprise with multiple locations and 25,000 employees, from February 2005 to December 2009, and in January 2010 was appointed President Emeritus. Mr. White is the author of two books on corporate leadership and governance.
B. Joseph White
Age 69
Trustee since 1993

Board Committees

The Board has key standing Audit, Compensation and Corporate Governance Committees, which are comprised entirely of trustees who are independent within the meaning of the NYSE listing standards. The Board also has an Executive Committee. For the committees on which each of our independent Trustees serve, see “Biographical Information and Qualification of Trustees” beginning on page 7.

Audit Committee

The Audit Committee is comprised entirely of trustees who meet the independence and financial literacy requirements of the NYSE listing standards. In addition, the following members of the Audit Committee are designated as “financial experts” under such listing standards and SEC rules: John E. Neal (Committee Chair), Linda Walker Bynoe, Gerald A. Spector and Stephen E. Sterrett. The Audit Committee’s responsibilities as set forth in its charter include providing assistance to the Board in fulfilling its responsibilities with respect to oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the independent auditor’s qualifications, performance and independence and the performance of the Company’s internal audit function. The Company’s senior internal audit officer reports to the Audit Committee.

The Audit Committee has sole authority to appoint and replace the independent auditor, which reports directly to the Committee; approve the engagement fees of the independent auditor; and pre-approve the audit services and any permitted non-audit services provided to the Company. In addition, the Audit Committee reviews the scope of audits as well as the annual audit plan, evaluates matters relating to the audit and internal controls of the Company and reviews and approves all material related party transactions. The Audit Committee holds separate executive sessions, outside the presence of senior management, with the Company’s independent auditor and the Company’s senior internal audit officer. During 2016, the Audit Committee held eight meetings and no member of the Audit Committee served on more than two other public company audit committees.

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Compensation Committee

The Compensation Committee is comprised entirely of trustees who meet the independence requirements of the NYSE listing standards. The Compensation Committee’s responsibilities as set forth in its charter include establishing the Company’s general compensation philosophy, overseeing the Company’s compensation programs and practices, including incentive and equity-based compensation plans, reviewing and approving executive compensation plans in light of corporate goals and objectives, evaluating the performance of the CEO in light of these criteria and recommending the CEO’s compensation level based on such evaluation. The Compensation Committee is also responsible for evaluating the performance of the other executive officers before approving their compensation and making recommendations concerning proposals by management regarding compensation, bonuses, employment agreements and other related benefits and policies for Company employees.

The Compensation Committee oversees the Company’s executive succession and management development plans, including diversity and other development programs. During 2016, the Compensation Committee held six meetings.

Corporate Governance Committee

The Corporate Governance Committee is comprised entirely of trustees who meet the independence requirements of the NYSE listing standards. The Corporate Governance Committee’s duties as set forth in its charter include establishing criteria for recommending candidates for election or reelection to the Board and its committees, considering issues and making recommendations concerning the size, composition, organization and effectiveness of the Board, establishing and overseeing procedures for annual assessment of Board and trustee performance, evaluating issues of corporate governance and shareholder proposals relating to governance matters, and making recommendations to the Board regarding the Company’s governance policies and practices, including its Corporate Governance Guidelines.

The Corporate Governance Committee identifies individuals qualified to become Board members and will also consider nominees for trustee suggested by shareholders in written submissions to the Company’s Corporate Secretary as further described in “Trustee Nomination Procedures” below. The Corporate Governance Committee is also responsible for the Board’s oversight of enterprise risk management. During 2016, the Corporate Governance Committee held four meetings.

Executive Committee

The Executive Committee has the authority within certain parameters to approve proposals to acquire, develop, dispose of and finance investments for the Company. The current members of the Executive Committee are Samuel Zell (Committee Chair), David J. Neithercut, Charles L. Atwood and John E. Neal. Transactions of a nature that exceed the approval parameters of the Executive Committee typically require approval by the Board.

Meetings

During 2016, the Board held seven meetings, with 97% average attendance. No trustee attended fewer than 94% of the total number of meetings held by the Board and all committees of the Board on which such trustee served. Eleven trustees attended the 2016 Annual Meeting of Shareholders.

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Board members are expected to attend all meetings of the Board and committees of which they are members, as further described in the Company’s Corporate Governance Guidelines.

Trustee Nomination Procedures

Trustee Qualifications and Diversity

The Company’s Corporate Governance Guidelines set forth the Board’s policies for the desired attributes of trustees and the Board as a whole. The Board will seek to ensure that a substantial majority of its members are independent within the NYSE listing standards. Each member of the Board must possess the individual qualities of integrity and accountability, informed judgment, financial literacy, high performance standards and must be committed to representing the long-term interests of the Company and its shareholders. The Board values diversity, in its broadest sense, reflecting, but not limited to, profession, geography, gender, ethnicity, skills and experience, and believes that, as a group, the nominees bring a diverse range of perspectives to the Board’s deliberations. As a general matter, the Board does not believe it should retain a mandatory retirement age for trustees or establish term limits for trustee service, instead preferring to rely upon its evaluation procedures as the primary method of ensuring that each trustee continues to act in a manner consistent with the best interests of the Company and its shareholders.

Identifying and Evaluating Nominees

The Corporate Governance Committee regularly assesses the appropriate number of trustees comprising the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. The Corporate Governance Committee considers suggestions of potential trustee candidates made by current Board members, shareholders, professional search firms or other persons. The Corporate Governance Committee may consider those factors it deems appropriate in evaluating trustee candidates including judgment, skill, diversity, strength of character, experience with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board members and specialized knowledge or experience.

Each of the members of the Corporate Governance Committee (which Committee includes the Lead Trustee) and the Chief Executive Officer, interview potential candidates that the Corporate Governance Committee has deemed qualified and appropriate. If the Committee determines that a potential candidate meets the needs of the Board, and has the qualifications as set forth in the Company’s Corporate Governance Guidelines, it will recommend the nomination of the candidate to the Board.

Board Refreshment

The Corporate Governance Committee seeks to maintain a board that as a whole possesses the objectivity and the mix of skills and experience to provide comprehensive and effective oversight of the Company’s strategic, operational and compliance risks. The Committee believes that ongoing board refreshment is important to maintain an appropriate mix of skills and provide fresh perspectives while leveraging the institutional knowledge and historical perspective of the Board’s longer-tenured trustees. In keeping with the Committee’s overall strategy for trustee succession and the appointment of new Board members, since 2010 the Board has added five new independent trustees and one trustee is retiring in June of this year.

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Shareholder Nominees

The Corporate Governance Committee will consider properly submitted shareholder nominees for election to the Board and will apply the same evaluation criteria in considering such nominees as it would to persons nominated under any other circumstance. A shareholder wishing to submit to the Corporate Governance Committee a potential nominee for election to the Board for its consideration should follow the following procedures:

Pursuant to the Company’s Bylaws, a shareholder of the Company who is a shareholder of record at the record date set by the Board for the purpose of determining shareholders entitled to vote at the annual meeting, at the time of giving notice (as described in this paragraph) and at the time of the annual meeting, and who is entitled to vote at such meeting, may nominate individuals for election to the Board if the shareholder complies with the following requirements. First, the shareholder must give the Corporate Secretary of the Company timely written notice of nomination. Generally, notice will be timely if it is delivered not earlier than the 150th day, nor later than the close of business on the 120th day, prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Accordingly, for the Company’s annual meeting in the year 2018, the Corporate Secretary must receive the notice after the close of business on November 28, 2017, and prior to the close of business on December 28, 2017. The notice must set forth certain information as to each individual the shareholder proposes to nominate, information with respect to Company security ownership by the shareholder giving such notice, and, to the extent known by the shareholder giving notice, the name and address of any other shareholder supporting the nominee for election. The foregoing is a summary of Article II, Section 13 of the Bylaws of the Company and is qualified in its entirety by the text of that section.

The Company’s shareholders also possess the right to nominate candidates to the Board through proxy access provisions of the Company’s Bylaws. The Bylaws permit a shareholder, or group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common shares continuously for at least 3 years, to include in the Company’s annual meeting proxy materials trustee nominations for up to 20% of the seats on the Board, subject to the other terms and conditions of the Bylaws. The foregoing is a summary of Article II, Section 16 of the Bylaws of the Company and is qualified in its entirety by the text of that section. Electronic copies of the Bylaws are available on the Company’s website at www.equityapartments.com in the investor section under “Corporate Governance”, and hard copies are available free of charge by writing to Equity Residential, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, Attn: Corporate Secretary or by contacting Investor Relations by phone (1-888-879-6356) or e-mail (investorrelations@eqr.com).

Biographical Information of Executive Officers

Set forth below are biographies of each of our executive officers as of April 1, 2017.

David J. Neithercut. See “Biographical Information and Qualifications of Trustees”.

Barry S. Altshuler, 58, has been Executive Vice President - Investments of the Company since February 2015. Mr. Altshuler served as the Company’s Senior Vice President – Investments from January 2007 to January 2015, as Vice President of Acquisitions from April 2002 to December 2006 and as Vice President of Asset Management from January 1998 to March 2002. Mr. Altshuler serves on the Executive Committee of the Central City Association of Los Angeles and the University of

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Florida Real Estate Advisory Board and is a member of the Urban Land Institute (“ULI”). Mr. Altshuler also serves on the Board of Directors of the California Apartment Association.

Alexander Brackenridge, 53, has been Executive Vice President – Investments of the Company since February 2015. Mr. Brackenridge served as the Company’s Senior Vice President – Investments from May 2002 to January 2015 and has held various acquisitions and asset management positions within the Company since 1993. Mr. Brackenridge serves on the Board of Governors at the Real Estate Board of New York and is a member of the Greater Boston Real Estate Board, the National Multifamily Housing Council (“NMHC”) and ULI. Mr. Brackenridge received an M.B.A. from Yale University.

Alan W. George, 59, has been Executive Vice President and Chief Investment Officer of the Company since January 2002 and was Executive Vice President – Acquisitions/Dispositions from February 1997 to January 2002. Mr. George joined the Company in 1992 as a Vice President – Asset Management. Mr. George serves on the Executive Committee of NMHC and is also a member of ULI.

Michael L. Manelis, 48, has been Executive Vice President – Property Operations of the Company since January 2017. Mr. Manelis served as the Company’s Senior Vice President of Operations and Information Technology from May 2012 to December 2016, as Senior Vice President – Property Operations from August 2005 to May 2012, as First Vice President – Property Operations from May 2004 to August 2005 and as Vice President of Real Estate Tax from October 1999 to May 2004. Mr. Manelis serves on the Advisory Board of Home Partners of America.

Mark J. Parrell, 50, has been Executive Vice President and Chief Financial Officer of the Company since October 2007. Mr. Parrell was Senior Vice President and Treasurer of the Company from August 2005 to October 2007, and served in various roles in the Company’s finance group since September 1999. Mr. Parrell is a member of NMHC and served as its Chair of the Finance Committee until January 2017 and is a member of ULI. He serves as a director of Brookdale Senior Living Inc. (NYSE: BKD) and served as a director of Aviv REIT, Inc. (NYSE: AVIV) until April 1, 2015, when it merged with a competitor. Mr. Parrell received a J.D. from Georgetown University Law Center.

David S. Santee, 58, has been Executive Vice President and Chief Operating Officer of the Company since April 2013 and served as the Company’s Executive Vice President – Operations from January 2007 to April 2013 and as Executive Vice President – Eastern Division from November 1996 to December 2006.

Christa L. Sorenson, 56, has been Executive Vice President – Human Resources of the Company since December 2015. Ms. Sorenson was the Senior Vice President – Organization and Talent Development from July 2008 to December 2015, and served in various other roles in the Company’s Organization and Talent Development group since March 2003.

Bruce C. Strohm, 62, has been Executive Vice President and General Counsel of the Company since March 1995 and Corporate Secretary of the Company since March 2011. Mr. Strohm received a J.D. from Northwestern University Law School.

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COMMON SHARE OWNERSHIP OF TRUSTEES AND EXECUTIVE OFFICERS

The following table sets forth information, as of February 28, 2017, with respect to the beneficial ownership of the Company’s common shares by each trustee, its named executive officers, and the trustees and all executive officers as a group. Unless otherwise indicated, each person has sole voting and investment power over the common shares listed. On February 28, 2017, a total of 380,367,799 common share equivalents (comprised of common shares, OP Units and restricted units) were outstanding. (1)(2)

	Common Share     Equivalents     (1)			Options Exercisable in 60 Days (3)		Percent of Common Shares (1)(2)	Percent of Common Share Equivalents (1)(2)
Samuel Zell		8,168,879	(4)		1,533,730	2.60%	2.54%
David J. Neithercut		736,983	(5)		2,062,291	*	*
John W. Alexander		71,499	(6)		29,548	*	*
Charles L. Atwood		32,639			25,665	*	*
Linda Walker Bynoe		21,679			29,752	*	*
Connie K. Duckworth		2,781			0	*	*
Mary Kay Haben		11,991			18,370	*	*
Bradley A. Keywell		18,561			20,038	*	*
John E. Neal		26,755			0	*	*
Mark S. Shapiro		12,585			28,959	*	*
Gerald A. Spector		396,276	(7)		42,462	*	*
Stephen E. Sterrett		9,061			2,101	*	*
B. Joseph White		33,775			23,259	*	*
Alan W. George		247,739			207,784	*	*
Mark J. Parrell		90,501			87,294	*	*
David S. Santee		126,243			14,028	*	*
Bruce C. Strohm		142,847			124,041	*	*
Trustees and Executive Officers as a Group		10,247,733			4,337,967	3.88%	3.79%

* Less than 1%.

(1) Excludes the LTI Awards granted in February 2015, January 2016 and January 2017 under the Company’s Long-Term Incentive Plans which remain subject to earn out at the end of their respective three-year performance periods, as further described in the “Compensation Discussion and Analysis” section below.

(2) The total number of common shares and OP Units pledged as security for loans by our trustees and executive officers as of February 28, 2017 is 1.3% of the Company’s total outstanding number of common share equivalents.

(3) The quantities of options shown reflect equitable adjustments required by the Company’s 2011 Share Incentive Plan as a result of the special cash dividends paid by the Company in 2016. Exercise prices for each option were also equitably adjusted for the same reason.

(4) Of the total amount shown, 1,365,768 shares and 3,388,316 OP Units are beneficially owned by various family trusts and entities over which Mr. Zell does not have voting or dispositive power and disclaims beneficial ownership thereof. 4,843,857 of the common shares and OP Units shown were pledged as security for various loans.

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(5) Of the total amount shown, 63,896 OP Units are beneficially owned by trusts for the benefit of Mr. Neithercut’s children over which Mr. Neithercut has no voting or dispositive power and disclaims beneficial ownership thereof. 26,600 of the common shares shown were pledged for a line of credit.

(6) 62,807 of the common shares shown were pledged for a line of credit of which no amounts were outstanding as of February 28, 2017.

(7) Of the total amount shown, Mr. Spector has no voting or dispositive power over and disclaims beneficial ownership of: (i) 57,187 common shares beneficially owned by Mr. Spector’s spouse, and (ii) 27,500 common shares beneficially owned by a trust for the benefit of Mr. Spector’s family.

COMMON SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS

This table sets forth information with respect to persons who are known to beneficially own more than 5% of the Company’s outstanding common shares as of December 31, 2016.

Name and Address of Owner	Common Shares	Percent of Common Shares
The Vanguard Group (1) 100 Vanguard Blvd. Malvern, PA 19355	51,208,333	14.0%
BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10055	33,024,676	9.0%
State Street Corporation (3) State Street Financial Center One Lincoln Street Boston, MA 02111	21,392,381	5.8%

(1) The Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”), an investment adviser, on behalf of itself and its subsidiaries on February 9, 2017, states that as of December 31, 2016, it has sole power to vote 1,034,355 shares, shared power to vote 467,194 shares, sole power to dispose of 50,173,828 shares and shared power to dispose of 1,034,505 shares. The Schedule 13G/A filed by Vanguard Specialized Funds - Vanguard REIT Index Fund (the “Vanguard Funds”) on February 13, 2017, states that as of December 31, 2016, it has sole power to vote 27,736,154 shares. Vanguard has previously confirmed that the 27,736,154 shares reported as beneficially owned by the Vanguard Funds as of December 31, 2016 in its Schedule 13G/A are included in the 51,208,333 shares reported as beneficially owned by Vanguard in its Schedule 13G/A. The Schedule 13G/A filed by Vanguard also states that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 470,809 shares as a result of its serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 1,127,242 shares as a result of its serving as investment manager of Australian investment offerings.

(2) The Schedule 13G/A filed by BlackRock, Inc. on behalf of itself and its subsidiaries on January 24, 2017, states that as of December 31, 2016, it has sole power to vote 29,644,225 shares and sole power to dispose of 33,024,676 shares.

(3) The Schedule 13G filed by State Street Corporation on behalf of itself and its subsidiaries on February 8, 2017, states that as of December 31, 2016, it has shared power to vote and shared power to dispose of 21,392,381 shares.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy, objectives and programs, the compensation decisions made under those programs, and the performance metrics and other relevant factors the Compensation Committee used in making those decisions.

At our 2016 Annual Meeting of Shareholders, 91% of our shareholders who voted approved our advisory report on the Company’s executive compensation. We believe our shareholders’ overwhelming support for the Company’s compensation program in 2016 reflects the strong alignment between our executive pay and performance.

The Company’s executive compensation programs, which apply to Mr. Neithercut and his direct reports, are based on a strong performance-oriented compensation philosophy and are designed to attract, retain and motivate talented executives, and to align executive and shareholder interests. Highlighted below are the key features of our executive compensation programs. We also identify certain compensation practices we have not implemented because they do not serve our shareholders’ long-term interests.

What We Do ✓    Do engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trustees ✓    Do have a strong pay for performance compensation philosophy with salaries comprising a modest portion of each executive’s total compensation opportunity ✓    Do require our Annual Incentive Plan Awards to be subject to objective performance metrics that align with the Company’s business strategy and the long-term interests of our shareholders ✓    Do enhance executive officer retention with time-based, multi-year vesting schedules for equity incentive awards granted for prior-year performance ✓    Do align the long-term interests of our executive officers with those of our shareholders by awarding a significant percentage of compensation in the form of Long-Term Incentive Plan Awards, which are subject to quantitative performance metrics with three year forward-looking performance periods ✓    Do have strong share ownership guidelines for our executive officers and trustees

What We Don’t Do X     No employment agreements with any of our executive officers X     No compensation incentives that encourage excessive risk taking X     No repricing of share options allowed X     No hedging of Company shares allowed X     No excise tax gross-ups in any new change in control agreements X     No excessive perks to our executive officers

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Company Highlights

In 2016, we continued our long and successful track record of investor-centric capital allocation, culminating in the completion of the Company’s multi-year transformation into a portfolio focused on urban and highly walkable close-in suburban assets. In doing so, we:

• Capitalized on extraordinary demand for multifamily assets by selling nearly 30,000 apartment units for an aggregate sale price of $6.8 billion, generating an Unlevered IRR of 11.8% and a $4.0 billion net gain on sale. (1)

• Completed our exit from the Denver, South Florida and New England (excluding Boston) markets which we believe have lower long-term growth prospects.

• Paid our shareholders approximately $4.0 billion in special dividends (or $11 per share) as a result of our sale activity and repaid approximately $2 billion in debt to make these sales leverage neutral. In addition to such special dividends, we paid over $2 per share in regular dividends.

• Were named Global/Residential Listed Sector Leader by GRESB and received the Residential Leader in the Light award from NAREIT, in recognition of our industry-leading efforts in sustainability and social responsibility.

• Generated same store year-over-year net operating income growth in line with long-term historical trends, representing a 3.9% increase over 2015. (1)

• Produced earnings per share of $11.68 (or net income of nearly $4.5 billion), primarily as a result of the sale activity described above, FFO of $2.94 per share (or more than $1.1 billion) and Normalized FFO of $3.09 per share (or nearly $1.2 billion). (1)

• Stabilized six new development properties in core locations with a total development cost of $894 million and a weighted average projected yield of 6.0%, results that were superior to our original expectations.

• Issued $500 million in 10-year unsecured debt with a 2.85% coupon, the lowest rate in our history. We also closed on a new 5-year $2.0 billion unsecured revolving line of credit, with a lower cost than the line of credit it replaced.

• Were named one of The World’s Most Admired Companies by Fortune Magazine.

• Mr. Neithercut and Mr. Parrell were ranked as one of the top three best CEOs and CFOs, respectively, in the REIT industry by Institutional Investor Magazine, which also ranked our Investor Relations program as one of the top two best programs.

(1) For additional details/definitions of Unlevered IRR, Same Store Net Operating Income and Normalized FFO, including reconciliations of earnings per share “EPS” to FFO and Normalized FFO, see the Supplemental Appendix on page 58.

2016 EXECUTIVE COMPENSATION PROGRAM

Components of 2016 Executive Compensation Program

Annual Salary

Annual salaries of executive officers, the first component of the 2016 Executive Compensation Program, were set at levels competitive with other large companies engaged in the real estate industry with which the Company competes for executive talent. As it does annually, the Compensation Committee reviewed base salaries for the executive officers to determine whether any adjustments were necessary to reflect market conditions or changes in responsibilities. There

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has been no increase in the base salaries for the CEO and other named executive officers in the past three years.

Annual Incentive Plan

The second component of the 2016 Executive Compensation Program was an Annual Incentive Plan, which allowed the executive to earn from 0% to 200% of target annual incentive, by performance against pre-defined and pre-weighted annual goals (75% of which are objective measureable metrics for Mr. Neithercut and 60% of which are objective measureable metrics for the other named executive officers) established by the Compensation Committee. The Goals were comprised of Corporate Goals, which were shared by all executives, and Business Unit goals for all executives other than Mr. Neithercut, which were unique to each executive. These goals were pre-established, with the majority measured objectively and the rest subjectively. Each executive was also assigned individual goals for 2016; Mr. Neithercut by the Compensation Committee and the other executives by Mr. Neithercut and approved by the Compensation Committee. Individual goals were assessed subjectively and were intended to move the Company and/or business unit forward in terms of organizational structure, improve on such practices as collaboration among business units and enterprise-wide thinking, provide for appropriate leadership and succession management or otherwise address developmental needs of individuals or groups within the organization.

The Annual Incentive Plan rewarded achievement of these goals based on the Compensation Committee’s quantitative and qualitative assessment of the executives’ contributions to that performance. Performance against each goal was assessed against Threshold, Target and Maximum performance levels, equating to payouts at 50%, 100% and 200%, respectively, and each goal was assigned a weighting relative to the other annual goals. Results between Threshold and Target or between Target and Maximum were based on interpolation. Performance below Threshold would have earned 0%, and performance that exceeded the Maximum would be capped at the Maximum level. The total annual incentive earned by an executive was the sum of the weighted annual incentive amounts earned with respect to each goal.

To further encourage executive officer retention and align the interests of our executives with our shareholders, one-half of the annual incentive earned was paid in “Performance Equity Grants” comprised of Share Awards and/or options to purchase Company shares (“Option Awards”). Share Awards cliff vest, in full, on the three-year anniversary of the grant date, and Option Awards vest over three years at the rate of one-third of such award each year, all subject to continuous employment and other normal retirement provisions.

The other half of the annual incentive earned was paid in cash (the “Performance Bonus”) and/or, at the executive’s option, in the form of immediately vested restricted units or Option Awards.

Long-Term Incentive Plan

The third component of the 2016 Executive Compensation Program was the Long-Term Incentive Plan (“LTI Plan”), which allows the executive to earn from 0% to 200% of a target number of Share Awards, as determined by the Company’s relative and absolute Total Shareholder Return (“TSR”) over a forward-looking three-year performance period compared to pre-established quantitative performance metrics. This aligns the interests of our executives with the interests of our shareholders. We refer to such awards subject to earn out under the LTI Plan as “LTI Awards”. LTI Awards that are earned by TSR results, as described above, cliff vest, in full, on the three-year

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anniversary of the grant date, subject to continuous employment and other normal retirement provisions. The LTI Awards were granted to executives in January 2016, at the target dollar amounts shown on page 25, covering the three-year performance period from January 1, 2016 through December 31, 2018, with the following pre-established quantitative performance metrics and potential payout levels:

		Performance Level (1)
% of Award	Metric	Threshold		Target		Maximum
50%	Percentile ranking of Company relative to companies in the FTSE NAREIT Equity Apartments Index		25%		50%	80%
25%	Percentile ranking of Company relative to companies in the FTSE NAREIT Equity REIT Index		25%		50%	80%
25%	Absolute Company TSR (2)		4%		8%	12%

(1) Performance results with respect to each metric at Threshold, Target and Maximum equate to payouts of 50%, 100% and 200%, respectively. Results between Threshold and Target or between Target and Maximum are based on interpolation. Performance below Threshold earns 0% and above Maximum is capped at the Maximum level.

(2) Absolute Company TSR represents the compounded annual return of an investment in common shares of the Company over the performance period, with the beginning and ending share prices being the average of the first and last 20 trading days, respectively, of the performance period.

The Compensation Committee, as promptly as practicable following the conclusion of the performance period, shall determine the resulting earn out, if any, of LTI Awards compared against the performance metrics established for the period. If a Change in Control (as defined in the “Change in Control/Severance Agreements” section below) occurs at any time prior to the end of the performance period, the award shall be valued as though the performance period had ended on the date of the Change in Control.

Executives participating in the LTI Plan elect prior to the start of the performance period to settle the LTI Award at the end of the performance period in the form of either or a combination of both restricted shares and/or restricted units. With respect to an award that will be settled in the form of restricted shares, the Company shall not pay the grantee any dividends on such shares during the performance period. Once the number of restricted shares earned, if any, has been determined after the end of the performance period, the Company shall make a cash payment to the grantee in an amount equal to all cash dividends that would have been paid on those earned restricted shares had they been outstanding and entitled to dividends during the performance period.

For income tax reasons, grantees of awards that will be settled in the form of restricted units: (i) will be issued restricted units at the time of grant at the maximum amount but such units will be subject to forfeiture (other than the partial distributions paid thereon, which are not subject to forfeiture) at the end of the performance period depending on the extent of the actual award earned and (ii) will be paid a distribution in the amount of 10 percent of any cash distributions paid on OP Units during the performance period. Once the number of restricted units earned, if any, has been determined and trued-up at the end of the performance period, the Company’s operating partnership shall make a cash payment to the grantee in the amount equal to all cash dividends that would have been paid on those earned restricted units had they been outstanding and entitled to dividends during the performance period, less any previously paid partial dividends.

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2016 Target Compensation/Pay Mix

The following table shows the three components of our executive officers’ 2016 target compensation as described in the preceding pages:

		Annual Incentive Plan		LTI Plan
	Annual Salary	Performance Bonus (1)	Performance Equity Grants (1) (2)	LTI Awards (1)(3)	Total Target Compensation
D. Neithercut	$900,000	$1,800,000	$1,800,000	$3,600,000	$8,100,000
D. Santee	600,000	600,000	600,000	1,200,000	3,000,000
A. George	600,000	600,000	600,000	1,200,000	3,000,000
M. Parrell	600,000	600,000	600,000	1,200,000	3,000,000
B. Strohm	500,000	500,000	500,000	1,000,000	2,500,000

(1) Amounts shown reflect a hypothetical 100% payout resulting from achieving “target” performance. Actual payouts will be in a range of 0% to 200% of these amounts, as determined by actual performance results.

(2) Performance Equity Grants are performance based annual incentive grants consisting of Share Awards and/or Option Awards.

(3) LTI Awards covering the three-year performance period from January 1, 2016 to December 31, 2018, subject to earn out at the end of the three-year period.

The Compensation Committee believes that as the responsibilities of our executives increase, the proportion of their total compensation that is at risk and dependent on the Company’s objective performance should also increase. Accordingly, a significant portion of our executive officers’ total target compensation was determined on the basis of performance with respect to pre-established quantitative performance metrics: 89% for Mr. Neithercut and 80% for the other executives. Furthermore, 45% of Mr. Neithercut’s target compensation and 40% of the other executives’ target compensation was comprised of LTI Awards and dependent on the Company’s relative and absolute TSR over a forward-looking three-year performance period.

CEO 2016 TARGET COMPENSATION MIX	OTHER EXECUTIVES’ 2016 TARGET COMPENSATION MIX

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EVALUATION OF 2016 PERFORMANCE

In order to provide shareholders with a more complete picture of executive officer compensation earned in any year, the following tables present the total compensation paid to our CEO and other named executive officers for their service in the listed years. As more fully described below, the 2016 total compensation for Mr. Neithercut and each of the other named executive officers was substantially below 2016 target compensation and 2015 actual compensation, primarily because of less than Target performance on the 2016 Corporate Goals.

Unlike the Summary Compensation Table (“SC Table”) on page 35 which reports the value of the Share Awards and Option Awards in the year in which they were granted, the tables below show the aggregate value of awards under the Annual Incentive Plan (Share Awards, Option Awards and Performance Bonus) for the year in which they were earned. For this reason, the Compensation Committee believes the amounts shown as “Total Compensation” in the tables below are the best measurement of the annual direct compensation earned by the executive officers.

Mr. Neithercut, President & Chief Executive Officer

As shown below, Mr. Neithercut’s 2016 total earned compensation (valuing his LTI Award at target) was approximately 90% of his 2016 Target compensation. In addition, Mr. Neithercut’s 2016 total earned compensation was approximately 73% of his 2015 total earned compensation and 87% of his 2014 total earned compensation.

Year	Annual Salary	Annual Incentive Plan (1)	Target     LTI     Plan     (2)	Total         Earned         Compensation	Target       Compensation	SC Table Total     Compensation     (3)
2016	$900,000	$2,784,590	$3,599,964	$7,284,554	$8,100,000	$8,673,704
2015	900,000	5,540,558	3,599,988	10,040,546	8,100,000	12,738,532 (4)
2014	900,000	7,441,751	—	8,341,751	6,806,250	8,139,683

(1) Represents compensation earned for the year in which services were performed, even though paid in February of the following year.

(2) Represents the target grant date fair value of LTI Awards which remain subject to earn out at the end of the three-year performance period from January 1, 2016 to December 31, 2018 for the 2016 grant and from January 1, 2015 to December 31, 2017 for the 2015 grant. The actual amounts paid out at the end of the respective three-year performance periods may range from 0% to 200% of the target number of such awards. As of December 31, 2016, the 2016 and 2015 LTI Awards were valued at 0% and approximately 19%, respectively, of the target grants.

(3) As reflected in the SC Table on page 35.

(4) Per SEC rules, total compensation in the SC Table includes the value of all equity awards granted in a calendar year, whether or not earned for performance in that listed year. Accordingly, the amount for 2015 is substantially higher than the amount shown in the “Total Earned Compensation” column above because it represents the doubling of equity awards granted in 2015 resulting from the overlap of the Company’s current and former executive compensation programs.

Other Named Executive Officers

For each of the executive officers shown below, their 2016 total earned compensation (valuing their respective LTI Awards at target) was approximately 95% of their respective 2016 Target compensation and, on average, approximately 80% of their respective 2015 total earned compensation.

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	Annual Salary	Annual Incentive Plan (1)	Target LTI Plan (2)	Total Earned Compensation	Target Compensation	SC Table 2016 Compensation (3)
D. Santee	$600,000	$1,043,973	$1,199,929	$2,843,902	$3,000,000	$3,186,620
A. George	600,000	1,043,997	1,199,929	2,843,926	3,000,000	3,240,371
M. Parrell	600,000	1,043,997	1,199,929	2,843,926	3,000,000	3,186,620
B. Strohm	500,000	869,999	999,999	2,369,998	2,500,000	2,660,069

(1) Represents compensation paid for service in 2016, even though paid in February 2017.

(2) Represents the target grant date fair value of LTI Awards granted in January 2016, which remain subject to earn out at the end of the three-year performance period from January 1, 2016 to December 31, 2018. The actual amounts paid out at the end of the three-year performance period may range from 0% to 200% of the target number of such awards. As of December 31, 2016, the LTI Awards were valued at 0% of the target grant.

(3) As reflected in the SC Table on page 35.

2016 Annual Incentive Plan

For 2016, the Compensation Committee established the following Annual Incentive Plan Performance Goals, with the following relative weightings for 2016:

CEO PERFORMANCE GOALS	OTHER EXECUTIVES’ PERFORMANCE GOALS

2016 Annual Incentive Plan Goals
		CEO		Other Executives
Corporate Goals
•    Annual Growth in Same Store Net Operating Income			35%		30%
•    Normalized Funds from Operations per Share			15%		10%
•    Leadership/Employee Engagement			15%		10%
•    Normalized G&A and Property Management Costs			10%		10%
Business Unit Goals			0%		30%
Individual Goals			25%		10%
	Total:		100%		100%

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2016 Corporate Goal Results

Corporate Goal #1: Annual Growth in Same Store Net Operating Income
Threshold –50%	Target – 100%	Maximum – 200%	2016 Results	% of Target Achieved
5.0%	5.8%	7.0%	3.9%	0%
Target: The 2016 Target for Corporate Goal #1 was for the Company to achieve 2016-over-2015 Same Store Net Operating Income (“NOI”) growth of 5.8%. Performance: Actual year-over-year Same Store NOI Growth in 2016 was 3.9%, resulting in no payout for this goal. While 3.9% year-over-year Same Store NOI growth (approximately $58 million in improved cash flow) was a strong result compared to long-term trends, it fell short of the Company’s Target goal. This goal’s Target did not fully anticipate the impact of new luxury supply and slower growth in higher paying technology and financial services jobs in San Francisco and New York, markets that made up a significant portion of our original projection of Same Store NOI growth. Payroll expense in these markets was also higher than expected as new properties coming on-line created a higher level of demand for property personnel. Why is this metric important?  The Company’s primary financial measure for evaluating the operating performance of its apartment properties is NOI, which represents rental income less direct property operating expenses (including real estate taxes and insurance). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties. Comparing NOI on a “same store” basis (i.e., looking at the exact same set of stabilized apartment properties over the periods being compared) allows for an apples to apples comparison and helps investors compare the Company’s operating results to its competitors.

Corporate Goal #2: Normalized Funds from Operations per Share
Threshold – 50%	Target – 100%	Maximum – 200%	2016 Results	% of Target Achieved
$3.05	$3.13	$3.23	$3.09	75%
Target: The 2016 Target for Corporate Goal #2 was for the Company to achieve Normalized Funds from Operations (“FFO”) of $3.13 per share. Performance: Actual Normalized FFO for 2016 was $3.09 per share, resulting in an achievement of 75% of Target. This goal’s Target of $3.13 assumed higher Normalized FFO growth than was achieved primarily due to the negative impact of new luxury supply and slowing growth in higher paying technology and financial services jobs in San Francisco and New York, markets that made up a significant portion of the projected growth. This negative impact was partially offset by the net positive impact of lower than expected transaction activity. Why is this metric important?  FFO is widely acknowledged by the REIT industry as being a helpful measure of the operating performance of a real estate company, because it excludes depreciation and gains or losses relating to sales of depreciated real estate. The Company uses “Normalized FFO”, which further excludes other items that by their nature are not comparable from period to period and tend to obscure actual operating results, as a method to compare the operating performance of the Company over a given time period to that of other companies and other time periods in a consistent manner.

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Corporate Goal #3: Leadership/Employee Engagement
	Threshold – 50%	Target – 100%	Maximum – 200%	2016 Results	Weighted % of Target Achieved
Engagement (60%):	79%	83%	87%	80%
Retention (40%):	70%	75%	80%	76%	82%
Target: The 2016 Target for Corporate Goal #3 was for the Company to achieve an engagement score of 83% and a retention percentage of 75%. Performance: Actual scoring in 2016 was an 80% engagement score and 76% retention percentage, resulting in an achievement of 82% of Target. While the engagement score of 80% was less than Target, it is considered a high engagement score when compared to industry data and resulted in the Company receiving The Employee Voice Award from the survey provider, which recognized our excellence in employee engagement. Why is this metric important?    It is a core managerial principle that one of the strongest competitive advantages a company can have is an engaged and committed workforce. One way the Company measures the effectiveness of its executives’ leadership, is by assessing objective data relating to: •     Employee Engagement, through an annual third-party anonymous survey of our workforce, and •     Employee Retention, by calculating the percentage of the workforce that has been retained in the relevant period of time, excluding the effects of property acquisitions/sales and other non-comparable events.

Corporate Goal #4: Normalized G&A and Property Management Costs
Threshold – 50%	Target – 100%	Maximum – 200%	2016 Results	% of Target Achieved
$143.0M	$141.0M	$137.0M	$138.5M	163%
Target: The 2016 Target for Corporate Goal #4 was for the Company to limit its normalized general and administrative (“G&A”) and property management costs to $141.0 million. Performance: Focused overhead management following the Company’s 2016 disposition activity led to actual G&A and property management costs for 2016 of $138.5 million, resulting in an achievement of 163% of Target. Why is this metric important?  The Company believes that looking at general and administrative and property management costs is a helpful measurement to investors as one method of analyzing the Company’s stewardship of its capital. This metric, which the Company normalizes to exclude certain non-recurring or duplicative charges (such as costs relating to accounting rule changes and other similar significant non-comparable or duplicative events), includes the personnel and other overhead costs incurred by the Company to manage its operations, investments, finance and legal activities above the property level. The Company monitors this metric carefully as it is a measure of efficiency in managing its business. In 2016, the Company spent approximately 5.7% of total revenues on its G&A and property management costs, compared to an average of 6.6% for our largest public multifamily competitors (1). (1) Apartment Investment and Management Company, AvalonBay Communities, Inc., Camden Property Trust, Essex Property Trust, Inc., Mid-America Apartment Communities, Inc. and UDR, Inc.

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Compensation for the Chief Executive Officer in 2016

To determine the amounts of Mr. Neithercut’s 2016 Performance Bonus and Performance Equity Grant, the Compensation Committee calculated results on the Corporate Goals, as delineated above, and assigned a score to his individual goals. The independent trustees of the Board then approved such calculations, scores and overall compensation.

Mr. Neithercut’s individual goals for 2016, which were assigned by the Compensation Committee, included strategic initiatives, industry leadership and reputation, investor perception and understanding, leadership development and succession planning, communication and collaboration; and oversight of Company shared corporate goals.

In reviewing Mr. Neithercut’s performance on his individual goals, the Compensation Committee noted that he was primarily responsible for the strategic initiative of completing the Company’s multi-year transformation into a portfolio of urban and highly walkable close-in suburban assets, highlighted by the sale of nearly 30,000 apartment units for $6.8 billion, generating a $4.0 billion net gain on sale and an Unlevered IRR of 11.8% and payment to our shareholders of approximately $4.0 billion in special dividends, or $11 per share, the highest in the Company’s history. The Compensation Committee also noted that Mr. Neithercut was named one of the top three best CEOs in the REIT sector by buy-side analysts in Institutional Investor Magazine, and the Company was once again named one of the World’s Most Admired Companies by Fortune Magazine.

For 2016, Mr. Neithercut received a score of 150% of Target on his individual goals and a score of 53% of Target on the Corporate Goals, resulting in an overall achievement of 77% of Target on his Performance Bonus and his Performance Equity Grant. As a result and as noted above, Mr. Neithercut’s 2016 total compensation (valuing his LTI Award at target) was approximately 90% of his 2016 Target compensation and approximately 73% of his actual 2015 earned total compensation.

Compensation for the Other Named Executives in 2016

To determine the amounts of the Performance Bonus and Performance Equity Grant for the other named executive officers, the Compensation Committee calculated results on the Corporate Goals, and Mr. Neithercut, in consultation with the Compensation Committee, assessed each executive’s performance on his Business Unit Goals and individual goals for the year and then assigned scores to such goals.

David S. Santee. As Executive Vice President and Chief Operating Officer, Mr. Santee’s Business Unit Goals included IT initiatives, performance of completed development projects and recent acquisitions, achievement of customer loyalty metrics, as well as the appropriate oversight of all property operations (including property management, facilities services, real estate tax, pricing and product procurement for the Company’s entire portfolio of property assets), marketing and branding, sales and revenue strategy. His goals also included sustainability and enterprise risk management initiatives. Mr. Santee successfully led the Company’s property operations teams, which were responsible for the Company’s recognition of over $2.4 billion in total revenues, a 3.9% growth in NOI year-over-year, a material increase in the Company’s Customer Loyalty scores from the prior year and was a key player in the Company’s significant disposition activities.

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For 2016, Mr. Santee received a score of 150% of Target on his Business Unit Goals, a score of 100% of Target on his individual goals and a score of 53% of Target on the Corporate Goals, resulting in an overall achievement of 87% of Target on his Performance Bonus and his Performance Equity Grant. Mr. Santee’s 2016 total compensation (valuing his LTI Award at target) was approximately 95% of his 2016 Target compensation and approximately 81% of his actual 2015 earned total compensation.

Alan W. George. As Executive Vice President and Chief Investment Officer, Mr. George’s Business Unit Goals included the appropriate oversight of acquisitions and dispositions, development, portfolio management, construction services and rehab activities. His goals also included sustainability and enterprise risk management initiatives. Mr. George was primarily responsible for the Company’s sale of $6.8 billion of assets at prices above the range of expectations (resulting in a $4.0 billion net gain on sale and an Unlevered IRR of 11.8%), the stabilization of six new development properties in core locations with a total development cost of $894.2 million and a weighted average projected yield of 6.0%, results from these development projects that exceeded original expectations, and the Company’s industry leading efforts in sustainability.

For 2016, Mr. George received a score of 150% of Target on his Business Unit Goals, a score of 100% of Target on his individual goals and a score of 53% of Target on the Corporate Goals, resulting in an overall achievement of 87% of Target on his Performance Bonus and his Performance Equity Grant. Mr. George’s 2016 total compensation (valuing his LTI Award at target) was approximately 95% of his 2016 Target compensation and approximately 79% of his actual 2015 earned total compensation.

Mark J. Parrell. As Executive Vice President and Chief Financial Officer, Mr. Parrell’s Business Unit Goals included appropriately managing the Company’s accounting and corporate budgeting functions, which include liquidity, capital planning, overseeing the preparation of the Company’s financial statements, SEC periodic filings and financial planning and budgeting. He is also responsible for the oversight of the Company’s treasury department, which is responsible for capital market execution, and also oversees the income tax and investor relations departments. His goals also included sustainability and enterprise risk management initiatives. The Committee and Mr. Neithercut also noted that Mr. Parrell was named one of the top three best CFOs in the REIT sector in Institutional Investor Magazine and was nominated for Chicago CFO of the Year by the Chicago Chapter of Financial Executives International. Mr. Parrell was a key player in the Company’s significant disposition activities during 2016 and was responsible for all of the Company’s capital markets activities, including a successful issuance of $500 million in 10-year unsecured debt with a 2.85% coupon, the lowest rate in the Company’s history and the replacement of the Company’s unsecured revolving line of credit with a new five-year unsecured facility with market-leading terms driven by very strong interest from banks. He also oversaw the Company’s investor relations program which was recognized by Institutional Investor Magazine as being one of the two best programs in the REIT sector.

For 2016, Mr. Parrell received a score of 150% of Target on his Business Unit Goals, a score of 100% of Target on his individual goals and a score of 53% of Target on the Corporate Goals, resulting in an overall achievement of 87% of Target on his Performance Bonus and his Performance Equity Grant. Mr. Parrell’s 2016 total compensation (valuing his LTI Award at target) was approximately 95% of his 2016 Target compensation and approximately 81% of his actual 2015 earned total compensation.

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Bruce C. Strohm. As Executive Vice President, General Counsel and Corporate Secretary, Mr. Strohm’s Business Unit Goals included providing legal support for all capital market activities, asset acquisitions and dispositions, development activities and property operations; oversight of all Company litigation; supervision of all insurance placements; providing valuable advice to the Board and its committees on areas of corporate governance and other related matters, sustainability and enterprise risk management initiatives. Mr. Strohm oversaw the complex legal aspects of the Company’s significant dispositions and capital markets activities during 2016 and its complex commercial litigation and insurance placements.

For 2016, Mr. Strohm received a score of 150% of Target on his Business Unit Goals, a score of 100% of Target on his individual goals and a score of 53% of Target on the Corporate Goals, resulting in an overall achievement of 87% of Target on his Performance Bonus and his Performance Equity Grant. Mr. Strohm’s 2016 total compensation (valuing his LTI Award at target) was approximately 95% of his 2016 Target compensation and approximately 81% of his actual 2015 earned total compensation.

2016 Actual Performance Bonus and Performance Equity Grants under the Annual Incentive Plan

The following table sets forth the target Performance Bonus and target Performance Equity Grants established in December 2015 and the actual awards made in February 2017 with respect to performance under the Annual Incentive Plan in 2016 for each of the named executive officers.

	Target Performance Bonus	% of Target Achieved	Actual Performance Bonus	Target Performance Equity Grant	% of Target Achieved	Actual Performance Equity Grant
D. Neithercut	$1,800,000	77%	$1,392,300	$1,800,000	77%	$1,392,300
D. Santee	600,000	87%	522,000	600,000	87%	522,000
A. George	600,000	87%	522,000	600,000	87%	522,000
M. Parrell	600,000	87%	522,000	600,000	87%	522,000
B. Strohm	500,000	87%	435,000	500,000	87%	435,000

2016 Long-Term Incentive Plan

The following chart shows the number of LTI Awards awarded to each of the named executive officers under the 2016 LTI Plan, covering the three-year performance period from January 1, 2016 through December 31, 2018, with the pre-established quantitative performance metrics and potential payout levels described on pages 23 and 24.

	2016 – 2018 LTI Awards
	Below Threshold	Threshold	Target (1)	Maximum
D. Neithercut	0	20,325	40,650	81,300
D. Santee	0	6,845	13,690	27,380
A. George	0	6,845	13,690	27,380
M. Parrell	0	6,845	13,690	27,380
B. Strohm	0	5,704	11,409	22,818

(1) The target number of share awards is derived by dividing the target value of such awards ($3,600,000 for Mr. Neithercut; $1,200,000 for Mr. Santee, Mr. George and Mr. Parrell; and $1,000,000 for Mr. Strohm) by the Monte Carlo value as of the date of the award of $88.56 per restricted unit and $87.65 per restricted share, as determined by an independent consultant to the Company.

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Benchmarking

To measure the Company’s executive compensation for competitiveness in the industry, the Compensation Committee engaged an independent consultant, FPL Associates, L.P. (“FPL”), a nationally recognized compensation consultant, to conduct an analysis that benchmarked the Company’s executive compensation against a peer group of other large REITs. The Compensation Committee used this information as context for decisions about compensation practices and about pay levels for the executive officers.

PEER GROUP
1.	Simon Property Group, Inc.	The 2016 peer group consisted of 17 other public REITs across a variety of asset classes (i.e., multifamily, office, industrial, hotel, retail, self-storage, health care, specialty and diversified.) These peer group companies have been selected primarily based on having a similar size to Equity Residential (all are S&P 500 companies with a minimum level of total capitalization of $10 billion). The REITs included in this peer group are shown as ranked by the total capitalization used in the FPL analysis.
2. 3.	American Tower Corporation Public Storage
	Equity Residential
4. 5.	General Growth Properties, Inc. Welltower Inc.
6.	ProLogis, Inc.
7.	Vornado Realty Trust
8.	Boston Properties, Inc.
9.	AvalonBay Communities, Inc.
10.	Ventas, Inc.
11.	HCP, Inc.
12.	SL Green Realty Corp.
13.	Essex Property Trust, Inc.
14.	Macerich Company
15. 16. 17.	Kimco Realty Corporation Host Hotels & Resorts, Inc. UDR, Inc.

FPL compared the individual components and total compensation of the Company’s executives to the fiscal year 2015 earned compensation and 2016 target level of compensation of executives in comparable positions within the peer group. The tables provided to the Compensation Committee highlighted the 25th percentile, median, average, 75th percentile and 90th percentile market practices. FPL found that total compensation for the Company’s named executive officers placed it near the median for the peer group.

FPL also analyzed the level of compensation provided to the Company’s named executive officers on a single year basis as it related to both total capitalization and market capitalization (at December 31, 2015), finding that the Company ranked at the 83rd percentile in total capitalization (4th largest) and market capitalization (4th largest), but at only the 44th percentile in total compensation.

To maintain the independence of the firm’s advice, FPL did not provide any services for the Company other than those described here as well as consulting to the Compensation Committee regarding the Company’s Executive and Trustee Compensation Programs. In 2016, the Compensation Committee conducted a conflict of interest assessment, and no conflict of interest on the part of FPL was identified.

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Compensation Clawback Policy

Under Section 304 of the Sarbanes-Oxley Act, if the Company is required to restate its financial results due to material noncompliance with any financial reporting requirement under the securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer must reimburse the Company for (i) any bonus or other incentive-based or equity-based compensation received during the 12 months following the public issuance of the non-compliant document, and (ii) any profits realized from the sale of its securities during those 12 months.

Tax Deductibility of Compensation

If applicable, Section 162(m) of the Internal Revenue Code of 1986, as amended (“IRC”), would limit the deductibility on the Company’s tax return of compensation over $1 million to any “covered employee” unless, in general, the compensation is paid pursuant to a plan that is performance based, non-discretionary and has been approved by the Company’s shareholders. The Company believes that because it qualifies as a real estate investment trust under the IRC and pays dividends sufficient to minimize federal income taxes, the payment of compensation that may not satisfy the requirements of Section 162(m) will generally not materially affect the Company’s net income. For these reasons, the Compensation Committee’s compensation policy and practices are not directly guided by considerations relating to Section 162(m).

Compensation Risks

The Compensation Committee reviewed the elements of the Company’s compensation to determine whether they encourage excessive risk taking and concluded that any risks arising from the Company’s compensation policies are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks.

2017 Target Compensation

The 2017 target compensation and compensation mix for our named executive officers are unchanged from 2016.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis provided above with the Company’s management. Based on this review and discussion, we recommended to the Board the Analysis be included in this Proxy Statement.

Compensation Committee:

Mary Kay Haben, Chair

John W. Alexander

Charles L. Atwood

Bradley A. Keywell

Mark S. Shapiro

B. Joseph White

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EXECUTIVE COMPENSATION

The following table shows the compensation paid by the Company to our named executive officers during the years shown.

SUMMARY COMPENSATION TABLE

Year	Salary	Share Awards (1)	Option Awards (1)	Non-Equity Incentive Plan Compensation (2)	All Other Compensation (3)	Total Compensation (4)
David J. Neithercut President & Chief Executive Officer
2016 2015 2014	$900,000   900,000   900,000	$6,370,243 11,827,594   6,167,917	$1,392,295                0   1,061,185	$0              0              0	$11,166   10,938   10,581	$8,673,704 12,738,532   8,139,683
David S. Santee Executive Vice President & Chief Operating Officer
2016 2015 2014	$600,000   600,000   600,000	$2,056,670   2,651,859   1,980,923	$0            0 327,052	$522,000   856,800   726,000	$7,950   7,950   7,800	$3,186,620   4,116,609   3,641,775
Alan W. George Executive Vice President & Chief Investment Officer
2016 2015 2014	$600,000   600,000   600,000	$2,101,669   2,627,858   2,122,950	$0            0 303,003	$522,000   901,800              0	$16,702   16,860   15,769	$3,240,371   4,146,518   3,041,722
Mark J. Parrell Executive Vice President & Chief Financial Officer
2016 2015 2014	$600,000   600,000   600,000	$2,056,670   2,525,915   1,231,208	$0            0 243,750	$522,000   856,800   663,000	$7,950   15,209    7,800	$3,186,620   3,997,924   2,745,758
Bruce C. Strohm Executive Vice President & General Counsel
2016 2015 2014	$500,000   500,000   500,000	$1,713,962   2,898,907   1,573,727	$0            0 243,750	$435,000              0              0	$11,107   10,908   10,548	$2,660,069   3,409,815   2,328,025

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(1) Share Awards and Option Awards.

(a) Annual Incentive Plan and LTI Awards. The dollar amount shown is the grant date fair value of the Share Awards and Option Awards granted under the Company’s Annual Incentive Plan during the listed years for services performed in the prior year and the target grant date fair value of the LTI Awards which remain subject to earn out at the end of the three-year performance period from January 1, 2015 to December 31, 2017 for the 2015 grant and from January 1, 2016 to December 31, 2018 for the 2016 grant. As further described in the CD&A, the actual amounts paid out at the end of the respective three-year performance periods may range from 0% to 200% of the target number of LTI Awards. The grant date value of the 2015 LTI Awards, if earned at the 200% maximum level, for the named executive officers is: $7,199,975 for Mr. Neithercut; $2,399,870 for each of Mr. Santee, Mr. George and Mr. Parrell; and $1,999,922 for Mr. Strohm. The grant date value of the 2016 LTI Awards, if earned at the 200% maximum level, for the named executive officers is: $7,199,928 for Mr. Neithercut; $2,399,857 for each of Mr. Santee, Mr. George and Mr. Parrell; and $1,999,998 for Mr. Strohm. Assumptions used in the calculation of grant date fair value for the primary grant of Share Awards and Option Awards each year are included in footnotes 2 and 12 of the audited financial statements included in the Company’s Annual Reports on Form 10-K for 2016, 2015 and 2014.

(b) Performance Bonuses Paid in the form of Share Awards or Option Awards. Officers are offered the opportunity to receive some or all of their Performance Bonus in fully vested restricted units or fully vested options as an alternative to cash. The 2014 Performance Bonuses for Mr. Neithercut, Mr. George and Mr. Strohm and the 2015 Performance Bonuses for Mr. Neithercut and Mr. Strohm, were paid in the form of fully vested restricted units and are included in the Share Awards Column. The 2016 Performance Bonus for Mr. Neithercut was paid in the form of fully vested options and is included in the Options Awards column. The grant date fair value of $5.86 per Option Award granted to Mr. Neithercut for his 2016 Performance Bonus was calculated using the modified Black-Scholes option pricing model and the following assumptions: an estimated time until exercise of 5 years, a volatility of 15.34%, a risk-free interest rate of 1.93%, and a dividend yield of 3.08%.

(2) Non-Equity Incentive Plan Compensation. Represents discretionary cash performance bonuses by the Company for the year in which the services were performed, even though paid in February of the following year. Accordingly, the amounts listed for 2016, 2015 and 2014 consist of Performance Bonuses paid in February 2017, 2016 and 2015, respectively. Any Performance Bonuses paid in the form of fully vested restricted units or fully vested options as an alternative to cash are included in the amounts shown in the Share Awards and Option Awards columns.

(3) All Other Compensation. Represents other benefits provided to the named executive officers, including Company matching and contributions (if any) to the Company’s 401(k) plan, the payment of life insurance premiums and the cost of executive physicals.

(4) Total Compensation for 2015. Per SEC rules, total compensation shown in this SC Table includes the value of all equity awards granted in a calendar year, whether or not earned for performance in that year. Accordingly, the amounts for 2015 are substantially higher than the amounts actually paid because they represent the doubling of equity awards in 2015 resulting from the overlap of the Company’s current and former executive compensation programs.

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GRANTS OF PLAN-BASED AWARDS IN 2016

The following table shows the number of Share Awards and LTI Awards granted to the named executive officers in the calendar year 2016. No Option Awards were granted to the named executive officers in 2016.

		Number of Share Awards   Granted (1)	Estimated Future Payouts of LTI Awards Under Equity Incentive Plan (2)				Grant Date   Fair Value   of Awards (3)
	Grant Date		Below Threshold   (#)	Threshold   (#)	Target   (#)	Maximum   (#)
D. Neithercut	1/1/16	—	0	20,325	40,650	81,300		$3,599,964
	2/4/16	72,644		—				5,540,558
D. Santee	1/1/16	—	0	6,845	13,690	27,380		1,199,929
	2/4/16	11,233		—				856,741
A. George	1/1/16	—	0	6,845	13,690	27,380		1,199,929
	2/4/16	11,823		—				901,740
M. Parrell	1/1/16	—	0	6,845	13,690	27,380		1,199,929
	2/4/16	11,233		—				856,741
B. Strohm	1/1/16	—	0	5,704	11,409	22,818		999,999
	2/4/16	18,722		—				1,427,926

(1) Represents the February 2016 grant of Share Awards (including restricted units taken as a portion or all of a Performance Bonus) for services performed in 2015 which were approved by the Board on January 26, 2016. The Share Awards vest in full on the third anniversary of the grant date (subject to normal employment and retirement provisions previously discussed), except for the fully vested restricted units granted to Mr. Neithercut and Mr. Strohm (36,322, and 9,361, respectively) as a Performance Bonus.

(2) Represents the threshold (50%), target (100%) and maximum (200%) number of LTI Awards approved by the Board on December 17, 2015 and granted in January 2016 for the 2016-2018 performance period. The target number of LTI Awards is derived by dividing the grant date fair value of such awards ($3,599,964 for Mr. Neithercut; $1,199,929 for each of Mr. Santee, Mr. George and Mr. Parrell; and $999,999 for Mr. Strohm) by the Monte Carlo value as of the date of the award of $88.56 per restricted unit and $87.65 per restricted share. For additional information regarding the terms of LTI Awards, including vesting schedule and dividends, see the CD&A.

(3) The grant date fair value of the Share Awards was calculated based on the closing price of the Company’s common shares on the grant date of $76.27. The grant date fair value of LTI Awards reflects the value of the number of LTI Awards if earned at Target, using a Monte Carlo value as of the date of the award of $88.56 per restricted unit and $87.65 per restricted share.

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2016

	Option Awards					Share Awards			LTI Awards
		Number of Unexercised Option Awards (1) Exercisable     Unexercisable		Option Exercise Price (1)	Option Expiration Date (2)		Number of Earned/ Unvested Share Awards (3)	Market Value of Earned/ Unvested Share Awards (4)		Number of Unearned/ Unvested LTI Awards (5)	Market Value of Unearned/ Unvested LTI Awards (6)
D. Neithercut
		294,562	—	$19.67	02/06/19		178,378	$11,480,408		7,609	$489,715
		236,353	—	28.10	02/05/20		—	—		—	—
		510,633	—	45.28	09/23/21		—	—		—	—
		200,988	—	45.78	02/07/21		—	—		—	—
		276,125	—	51.34	02/03/22		—	—		—	—
		169,473	—	46.72	02/07/23		—	—		—	—
		91,040	45,524	48.13	02/06/24		—	—		—	—
D. Santee
		—	14,028	48.13	02/06/24		64,394	4,144,398		2,539	163,410
A. George
		28,157	—	45.78	02/07/21		54,558	3,511,353		2,536	163,217
		84,326	—	51.34	02/03/22		—	—		—	—
		47,916	—	46.72	02/07/23		—	—		—	—
		25,994	12,999	48.13	02/06/24		—	—		—	—
M. Parrell
		66,382	—	51.34	02/03/22		49,551	3,189,102		2,536	163,217
		10,455	10,457	48.13	02/06/24		—	—		—	—
B. Strohm
		57,906	—	51.34	02/03/22		41,496	2,670,683		2,114	136,057
		34,768	—	46.72	02/07/23		—	—		—	—
		20,910	10,457	48.13	02/06/24		—	—		—	—

(1) As a result of the special dividends paid by the Company in 2016, the exercise price and number of all outstanding options were adjusted in accordance with the provisions of the Company’s 2011 Share Incentive Plan.

(2) These Option Awards, which were granted ten years prior to the stated expiration date, vest in equal installments over three years from the grant date (subject to normal employment/retirement provisions), other than the Option Awards granted to Mr. Neithercut on September 23, 2011 as a portion of a long-term retention grant which vested in full on February 4, 2016.

(3) These Share Awards vest in full on the third anniversary of the grant date (subject to normal employment/ retirement provisions).

(4) Reflects the number of earned/unvested Share Awards multiplied by $64.36, the closing price of the Company’s common shares at December 30, 2016, the last business day of the year.

(5) Reflects the number of LTI Awards (which are payable in the form of Share Awards and cliff vest on February 5, 2018, subject to normal employment/retirement provisions) granted in February 2015, valued at approximately 19% of the target grant, assuming the three-year performance period from 2015-2017 had terminated and been valued as of December 31, 2016. The 2016 LTI Awards, granted in January 2016, had no value, assuming the three-year performance period from 2016-2018 had terminated and been valued as of December 31, 2016. The actual number of Share Awards issued will not be determined until the end of the respective three-year performance period.

(6) Reflects the number of unearned/unvested LTI Awards calculated pursuant to the previous footnote and multiplied by $64.36, the closing price of the Company’s common shares at December 30, 2016, the last business day of the year.

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OPTION EXERCISES AND SHARES VESTED DURING 2016

The following table shows the value realized by the named executives upon exercise of Option Awards and the vesting of Share Awards during 2016.

	Option Awards		Share Awards (1)
	Number of Shares Acquired on Exercise	Value Realized on Exercise	Number of Shares Acquired on Vesting	Value Realized on Vesting
D. Neithercut	100,000	$5,408,724	195,386	$14,519,367
D. Santee	26,982	634,763	24,599	1,779,978
A. George	45,000	979,500	35,381	2,561,954
M. Parrell	36,874	938,849	31,961	2,314,927
B. Strohm	24,552	645,895	35,466	2,604,315

(1) Reflects the vesting of Share Awards granted in 2013 for services performed in 2012; for Mr. Neithercut, also includes 61,170 Share Awards granted to him on September 23, 2011 as a portion of a long-term retention grant that vested in full on February 4, 2016; and for Mr. Neithercut and Mr. Strohm, also includes Share Awards granted on February 4, 2016 in lieu of cash as a Performance Bonus for service performed in 2015 that vested in full on the grant date.

PENSION BENEFITS

The Company does not have a pension plan for its executive officers and therefore, there are no pension benefits to disclose.

NONQUALIFIED DEFERRED COMPENSATION

The following table shows the current value of the compensation previously earned and deferred by the named executive officers to the Company’s employee funded Deferred Compensation Plan during 2016. As the Company does not make contributions to the Plan and does not guaranty any investment return, the balances shown are comprised entirely of contributions made by the executive officers from their salary, bonus or vested Share Awards for prior years and the earnings on those amounts.

	Executive     Contributions     in 2016	Company     Contributions     in 2016	Earnings     in 2016	Withdrawals     in 2016	Balance at     December 31,     2016
D. Neithercut	$0	$0	$1,924,006	$0	$21,517,047
D. Santee (1)	467,646	0	138,820	0	3,657,514
A. George	0	0	314,838	0	3,486,834
M. Parrell (1)	462,966	0	241,828	0	4,135,700
B. Strohm	0	0	177,565	0	9,661,233

(1) All of Mr. Parrell and Mr. Santee’s contributions are also included in the Summary Compensation Table for their respective salary and bonus for service in 2016. For Mr. Santee, the amount shown in the balance column includes the following amounts previously reported as annual salary and/or bonus in the Summary Compensation table: $571,507 paid in 2015 and $91,400 paid in 2014. For Mr. Parrell, the amount shown in the balance column includes the following amounts previously reported as annual salary in the Summary Compensation table: $61,469 paid in 2015 and $97,500 paid in 2014.

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The Plan allows all Company employees with annual total cash compensation of $120,000 or more to defer receipt of up to 25% of their base salary and up to 100% of their cash Performance Bonus. Any of this deferred cash compensation is deposited by the Company directly with the independent trustee of the Plan, and invested, at the option of the participant, in a limited number of independent mutual funds. The Plan also allows the same eligible employees to defer receipt of restricted shares beyond the vesting date. Deferral elections are generally made by eligible employees during an open enrollment period each year for amounts to be earned or granted in the following year. Benefits under the Plan will be paid out, in either a lump sum or in annual installments, upon certain events such as termination of employment, disability, death, change in control or a one-time distribution at or after age 50.

POTENTIAL PAYMENTS UPON TERMINATION OF

EMPLOYMENT, RETIREMENT OR CHANGE IN CONTROL

Change in Control/Severance Agreements

The Company has Change in Control/Severance agreements (the “CIC Agreements”) with the named executive officers that entitle them to receive certain severance payments upon termination of employment following a Change in Control. The Company adopted the CIC Agreements to help ensure that the Company’s executives maintain neutrality in their decision-making process and act in the best interests of shareholders in the event of a potential merger or acquisition. A “Change in Control” will generally be deemed to have occurred upon a third party’s acquisition of 30% or more of the Company’s common shares or assets, whether through purchase, merger or consolidation.

In the event that an executive is dismissed without Cause or resigns for Good Reason (all such terms are defined in the CIC Agreements) during the three-year period following a Change in Control, such person will be entitled to all accrued but unpaid compensation, a prorated bonus and long-term incentive compensation grant through the date of termination and a lump sum cash severance payment equal to a multiple (2.25 for Mr. Neithercut, Mr. George, Mr. Parrell and Mr. Strohm and 2.0 for Mr. Santee) of the executive’s annual base salary plus the average of the executive’s annual Performance Bonus for the last three calendar years. The executive is also entitled to continued medical, dental, life and disability benefits for 2.25 years (2.0 years for Mr. Santee). If any payments made to an executive would result in an excise tax imposed by Section 4999 of the IRC, the executive would become entitled to receive a tax reimbursement that would put the executive in the same financial position after-tax that he would have been in if the excise tax did not apply to such amounts. The Company will not enter into any new agreements with its executive officers that include new excise tax gross-up provisions with respect to payments contingent upon a Change in Control and has not since March 2009.

The Company’s termination of an executive is for Cause if: (i) the executive has been convicted of a felony or dishonesty; or (ii) the termination is evidenced by a resolution adopted in good faith by at least two-thirds of the Board that the executive either intentionally and continually failed substantially to perform his reasonable assigned duties for more than thirty days after written notice, or the executive intentionally engaged in conduct which is demonstrably and materially injurious to the Company. A termination by an executive is for Good Reason, and is thus treated the same as termination by the Company without Cause, if it results from: (i) a material diminution in the executive’s status, position or responsibilities; (ii) any reduction in the executive’s base salary or overall compensation and benefits; (iii) the relocation of the executive’s primary office by more

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than 30 miles; or (iv) a material breach by the Company of the CIC Agreement, the Company’s insolvency or any purported termination of the executive’s employment for Cause which does not comply with the CIC Agreement.

The following table discloses the potential severance benefits that would be provided by the Company to each named executive officer under the Company’s contractual obligations in the event of the various termination of employment and retirement scenarios described below or a Change in Control of the Company on December 31, 2016.

Event	D. Neithercut		D. Santee		A. George		M. Parrell		B. Strohm
Change in Control with termination without Cause:
• Cash Severance (1)	$	6,748,718	$	2,691,200	$	3,016,350	$	2,855,475	$	2,470,500
• Accrued Bonus and LTC (2)		3,600,000		1,200,000		1,200,000		1,200,000		1,000,000
• Health Care Benefits (3)		42,991		51,594		58,332		56,004		43,535
• Excise Tax Gross-Up (4)		—		—		—		—		—
Total:	$	10,391,709	$	3,942,794	$	4,274,682	$	4,111,479	$	3,514,035
Change in Control without termination; Death or Disability; Voluntary Resignation or Retirement; Termination for Cause:
• Cash Severance		—		—		—		—		—
• Accrued Bonus and LTC		—		—		—		—		—
• Health Care Benefits		—		—		—		—		—
• Excise Tax Gross-Up		—		—		—		—		—
Total:		—		—		—		—		—

(1) The cash severance due each named executive is 2.25 times (2.0 times for Mr. Santee) the multiple of base salary and average bonus paid in the last three calendar years.

(2) Represents the target Performance Bonus and the target Performance Equity Grant of Share Awards and Option Awards under the Annual Incentive Plan for services performed in 2016, which otherwise would have been paid in 2017.

(3) Represents the cost of the continuation of health care benefits for the applicable time periods described above in “Change of Control/Severance Agreements.” For Mr. Neithercut, Mr. Santee and Mr. George who are eligible for retirement under the Rule of 70 (defined below) and Mr. Strohm who is eligible under the age 62 retirement provisions, these amounts do not include the additional health benefits described below in “Other Retirement Agreements.”

(4) Upon a Change in Control of the Company, the executive may be subject to certain excise taxes under Section 280G of the IRC to the extent that the present value of certain change in control payments received by the executive pursuant to the Change in Control of the Company equals or exceeds an amount equal to the prior five year average of the executive’s form W-2 compensation. The Company has agreed to reimburse the executives pursuant to the Change in Control/Severance Agreements described above for those excise taxes as well as any income and excise taxes payable by the executives as a result of any reimbursements for such taxes. The Company will not enter into any new agreements with its executive officers that include new excise tax gross-up provisions with respect to payments contingent upon a Change in Control.

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Pursuant to the Company’s Share Incentive Plans, in the event of a Change in Control, all of the Company’s employees, and any individual employee who dies or is disabled, receive accelerated vesting of unvested Option Awards and outstanding Share Awards. The following table discloses the value of the accelerated vesting of equity awards for each of the named executive officers assuming a Change in Control, death or disability as of December 31, 2016.

Event	D. Neithercut		D. Santee		A. George		M. Parrell		B. Strohm
Change in Control; Death or Disability:
• Unvested equity awards (1) (2)		$12,708,978		$4,535,482		$3,885,544		$3,522,036		$2,976,457

(1) The dollar amount shown equals: (i) the number at December 31, 2016 of outstanding unvested Share Awards (including the number of unvested 2015 LTI Awards valued at approximately 19% of target, assuming the three-year performance period from 2015 – 2017 had terminated and been valued as of December 31, 2016) multiplied by $64.36, the closing price of the Company’s common shares on December 30, 2016, the last business day of the year; and (ii) the in-the-money value of unvested Option Awards at December 31, 2016 ($64.36 less the exercise price of in-the-money Option Awards). As of December 31, 2016, the 2016 LTI Awards were valued at 0% of the target grant.

(2) As each of the named executive officers, other than Mr. Parrell, has continued vesting rights in all unvested equity awards pursuant to the retirement policies described below in “Retirement Benefits”, the accelerated vesting of such awards does not convey an additional material benefit to any officer, other than Mr. Parrell.

Amounts Not Shown in Tables

The following benefits apply generally to all similarly situated employees and are not included in the above tables:

• Distributions of plan balances under the Company’s Deferred Compensation Plan as shown in the Nonqualified Deferred Compensation table; and

• Payments and benefits to the extent they are provided on a non-discriminatory basis to all employees generally upon termination of employment including: (i) accrued salary and vacation pay; (ii) distributions of plan balances under the Company’s 401(k) plan; and (iii) life insurance proceeds in the event of death.

Retirement Benefits

While the Company has no mandatory retirement age for employees, the Company’s Share Incentive Plans do provide for certain benefits for employees upon voluntary retirement at or after age 62 or upon meeting certain age/length of service requirements. For employees hired prior to January 1, 2009, retirement will mean the voluntary termination of employment: (i) at or after age 62; or (ii) prior to age 62 after meeting the requirements of the Rule of 70. For employees hired after January 1, 2009, retirement will mean the voluntary termination of employment (other than for cause) after meeting the requirements of the Rule of 70.

The Rule of 70 is met when an employee’s years of service with the Company (which must be at least 15 years) plus his or her age (which must be at least 55 years) on the date of retirement equals or exceeds 70 years. In addition, the employee must give the Company at least 6 months’

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advance written notice of his or her intention to retire and sign a release upon termination of employment, releasing the Company from customary claims and agreeing to ongoing non-competition and employee non-solicitation provisions. Mr. Neithercut, Mr. Santee and Mr. George are currently eligible for retirement under the Rule of 70 and Mr. Strohm is currently eligible for retirement under the age 62 retirement provisions. The Rule of 70 does not apply to Trustees.

For employees hired prior to January 1, 2009 who retire at or after age 62 or for trustees who retire at or after age 72, such individual’s unvested Share Awards and Option Awards would immediately vest, and Option Awards would continue to be exercisable for the balance of the applicable ten-year option period. For all other employees (those hired after January 1, 2009 and those hired before such date who choose to retire prior to age 62), upon such retirement under the Rule of 70, such employee’s unvested Share Awards and Option Awards would continue to vest per the original vesting schedule (subject to immediate vesting upon the occurrence of a subsequent Change in Control of the Company or the employee’s death or disability), and Option Awards would continue to be exercisable for the balance of the applicable ten-year option period, subject to the employee’s compliance with the non-competition and employee non-solicitation provisions. If an employee violates these provisions after such retirement, all unvested Share Awards and unvested and vested Option Awards at the time of the violation would be void, unless otherwise approved by the Compensation Committee.

Other Retirement Agreements

Mr. Neithercut, Mr. George and Mr. Strohm each entered into Split Dollar Life Insurance Agreements with the Company in December 1997, pursuant to which the Company purchased split dollar life insurance policies for the executives with death benefits of approximately $2 million each. Upon the executive’s death or qualified retirement, the executive will be fully vested in the policy and the Company will release its collateral assignment of such policy, thereby releasing its right to receive any portion of the life insurance benefits and the premiums previously paid by it.

The Company also entered into Executive Retirement Benefits Agreements with Mr. Neithercut, Mr. George and Mr. Strohm in February 2001, which provide that upon the executive’s qualified retirement, the executive will be eligible to receive health and life insurance benefits for the remainder of his life in the same amounts and at the same rates as applicable to any then employed executive officer. The present value of these payments, assuming termination of employment as of December 31, 2016, is $540,759 for Mr. Neithercut; $595,000 for Mr. George and $506,532 for Mr. Strohm.

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TRUSTEE COMPENSATION

To measure the Company’s trustee compensation for competitiveness in the industry, in 2016 the Compensation Committee engaged FPL, its independent compensation consultant, to conduct an analysis that benchmarked the Company’s trustee compensation against a peer group of other large REITs. As a result of this analysis and to more closely align trustee compensation with the median of director pay at peer companies, the annual retainer for Trustees (other than Sam Zell and David Neithercut) was increased from $180,000 to $210,000 (comprised of $75,000 in cash and $135,000 of Company equity), with no changes to the committee, Chair or Lead Trustee fees.

Concurrently with this increase to the annual retainer, the Board also increased its share ownership requirement from $250,000 to $375,000. Trustees are now expected to own, within three years of joining the Board, Company equity with an aggregate value of no less than five times the cash retainer, which at the current cash retainer of $75,000, is $375,000 (increased from $250,000 previously). For a more detailed description of these ownership requirements, see “Share Ownership Guidelines” on page 6.

Accordingly, effective June of 2016, the compensation of the Company’s Trustees (excluding Mr. Zell and Mr. Neithercut), calculated for the fiscal year from the 2016 annual shareholder meeting to the 2017 annual shareholder meeting, consists of an annual cash retainer and Share Awards and Option Awards with values as follows:

	Fees
Annual Retainer
Cash		$75,000
Equity (Share Awards and Option Awards)		135,000
Total:		$210,000
Other Compensation
Lead Trustee		$30,000
Audit – Chair		20,000
Compensation – Chair		20,000
Governance – Chair		15,000
Audit – Member		10,000
Compensation – Member		10,000
Governance – Member		7,500
Executive – Member		4,000

Trustees who are first appointed or elected to the Board after the beginning of a fiscal year receive prorated cash fees and long-term incentive grants for their first year of service. The Company also reimburses the trustees for travel and other expenses incurred in connection with their activities on behalf of the Company, with the exception of Mr. Zell who is responsible for his own business related expenses.

Trustees do not have pension benefits and are not entitled to any above-market or preferential earnings on nonqualified deferred compensation. Trustees are eligible to purchase shares not to exceed $100,000 per year under the Company’s Employee Share Purchase Plan at the discounted purchase price under such plan. Non-employee trustees do not participate in the Company’s 401(k) Plan and do not receive any matching contributions on any trustee compensation.

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The following table shows the compensation paid to our non-employee Trustees for their service on the Board during the 2016 calendar year.

	Annual Cash Fees		Share Awards (1)			Option Awards (1)		Total
Samuel Zell		—		$3,249,975	(2)		—		$3,249,975
		—		1,083,263	(3)		—		1,083,263
John W. Alexander		$85,618		134,951			—		220,569
Charles L. Atwood		119,618		134,951			—		254,569
Linda Walker Bynoe		93,736		134,951			—		228,687
Connie K. Duckworth		78,118		134,951			—		213,069
Mary Kay Haben		105,618		134,951			—		240,569
Bradley A. Keywell		78,118		134,951			—		213,069
John E. Neal		102,118		134,951			—		237,069
Mark S. Shapiro		85,618		134,951			—		220,569
Gerald A. Spector		78,118		134,951			—		213,069
Stephen E. Sterrett		78,118		134,951			—		213,069
B. Joseph White		92,500		134,951			—		227,451

(1) For service provided by the Board from the June 2016 Annual Meeting of Shareholders to the June 2017 Annual Meeting of Shareholders, each trustee (with the exception of Mr. Zell and Mr. Neithercut) received an annual long-term compensation grant of $135,000 on June 16, 2016, which was allocated at the election of the trustee to any combination of Option Awards and Share Awards, utilizing the same valuation criteria as approved by the Board for the annual long-term compensation grants to the Company’s executive officers. Our employee trustee, Mr. Neithercut, received no additional compensation for his service as a Trustee during 2016. All such Share Awards and Option Awards will vest in full on the first anniversary of the grant date. Trustees are also entitled to certain vesting benefits upon retirement, as described in the “Retirement Benefits” discussion in Executive Compensation. Generally, retirement means termination of service on the Board (other than for cause) on or after age 72.

The dollar value of the Share Awards was calculated based on the closing price of the Company’s common shares on the grant date of $66.25.

(2) For Mr. Zell’s services performed in 2016 as Chairman of the Board, his target compensation of $3,250,000 was paid in the form of a LTI Award which was awarded in January 2016 and remains subject to earn out at the end of the three-year performance period from January 1, 2016 to December 31, 2018. The amount shown is the target grant date fair value of the 2016 LTI Award. As previously described in the CD&A, the actual amount paid out at the end of the three-year performance period may range from 0% to 200% of the target number of the 2016 LTI Award. The grant date value of the 2016 LTI Award, if earned at the 200% maximum level, is $6,499,950.

(3) For Mr. Zell’s services performed in 2015 as Chairman of the Board, a portion of his compensation of $3,250,000 was paid in the form of a long-term compensation grant of $1,083,263 on February 4, 2016, which was allocated 100% to Share Awards utilizing the same valuation criteria approved by the Board for the annual long-term compensation grants to the Company’s executive officers. The 14,203 Share Awards were granted at a share price equal to the closing price of the Company’s common shares on February 4, 2016 and vest in full on the third anniversary of the grant, subject to normal retirement provisions. The remaining portion ($2,166,626) of Mr. Zell’s compensation for services performed in 2015 was paid in the form of a LTI Award granted in February 2015 for the 2015 – 2017 performance period, as reported in the Company’s 2016 Proxy Statement.

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The Company entered into a Retirement Benefits Agreement with Mr. Zell in October 2001 which provides him with a cash retirement benefit after the termination of his service as Chairman of the Board. If Mr. Zell’s employment as Chairman is terminated for any reason, other than by the Company for cause, he (or his estate in the event of his death) will be entitled to an annual retirement benefit of $500,000 (as increased by a CPI index from January 2002 through the termination date) over a ten-year period commencing on the termination date. The present value of these payments, assuming the termination of Mr. Zell’s employment as of December 31, 2016, is $5,615,096.

The Company entered into a Deferred Compensation Agreement with Mr. Spector in January 2002 which provides him with a ten-year cash retirement benefit after the termination of his employment with the Company. Mr. Spector’s ten annual installments commenced on January 1, 2009 with an annual payment of $643,887. The present value estimate of the unpaid payments as of December 31, 2016 is $858,776.

The following table shows the number of outstanding unvested Share Awards and all outstanding Option Awards held by each non-employee Trustee at December 31, 2016.

	Unvested Share Awards	Unvested and Vested Option Awards (1)
Samuel Zell	102,443 (2)		1,533,730
John W. Alexander	2,037		29,548
Charles L. Atwood	2,037		25,665
Linda Walker Bynoe	2,037		25,355
Connie K. Duckworth	2,037		—
Mary Kay Haben	2,037		18,370
Bradley A. Keywell	2,037		20,038
John E. Neal	2,037		—
Mark S. Shapiro	2,037		28,959
Gerald A. Spector	2,037		42,462
Stephen E. Sterrett	2,037		2,101
B. Joseph White	2,037		28,959

(1) As a result of the special dividends paid by the Company in 2016, the exercise price and the number of all outstanding options were adjusted in accordance with the provisions of the Company’s 2011 Share Incentive Plan.

(2) Also includes 4,596 LTI Awards (which are payable in the form of Share Awards and cliff vest on February 5, 2018) granted in February 2015, valued at approximately 19% of the target grant, assuming the three-year performance period from 2015-2017 had terminated and been valued as of December 31, 2016. The 2016 LTI Award, granted in January 2016, had no value assuming the three-year performance period from 2016-2018 had terminated and been valued as of December 31, 2016. The actual number of LTI Awards issued will not be determined until the end of the respective 2015-2017 and the 2016-2018 performance periods.

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AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Ernst & Young, the Company’s independent auditor for 2016, was responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee has reviewed and discussed with management and Ernst & Young the audited financial statements for the year ended December 31, 2016, and Ernst & Young’s evaluation of the Company’s internal control over financial reporting. The Audit Committee has discussed with Ernst & Young the matters that are required to be discussed by applicable auditing standards. Ernst & Young has provided to the Audit Committee the written disclosures and the letter required by applicable independence standards, and the Audit Committee has discussed with Ernst & Young the firm’s independence. The Audit Committee has concluded that Ernst & Young’s provision of audit and non-audit services to the Company and its affiliates is compatible with Ernst & Young’s independence.

In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board the inclusion of the Company’s audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, for filing with the SEC.

Audit Committee:

John E. Neal, Chair

Linda Walker Bynoe

Connie K. Duckworth

Gerald A. Spector

Stephen E. Sterrett

MATTERS FOR SHAREHOLDER VOTING

PROPOSAL 1

ELECTION OF TRUSTEES

Introduction

At the Annual Meeting, shareholders will be asked to elect twelve trustees to serve until the 2018 annual meeting and until their respective successors are duly elected and qualified. Following the recommendation of the Corporate Governance Committee, the Company’s Board of Trustees has nominated all of the Company’s current trustees, John W. Alexander, Charles L. Atwood, Linda Walker Bynoe, Connie K. Duckworth, Mary Kay Haben, Bradley A. Keywell, John E. Neal, David J. Neithercut, Mark S. Shapiro, Gerald A. Spector, Stephen E. Sterrett and Samuel Zell for election, with the exception of B. Joseph White who will not be standing for re-election as a result of his retirement from the Board. Biographies of each of our nominated trustees, which include a brief discussion of the specific experience, qualifications, attributes and skills that led to the Board’s conclusion that such individual should serve as a Trustee of the Company, are set forth above in

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“Governance of the Company – Biographical Information and Qualifications of Trustees.” The process undertaken by the Corporate Governance Committee in recommending qualified trustee candidates is described above under “Governance of the Company – Trustee Nomination Procedures.”

Independence of Trustees

Pursuant to the Company’s Corporate Governance Guidelines, which require that a majority of our trustees be independent within the meaning of the NYSE listing standards, the Board undertook a review of the independence of Trustees nominated for election at the upcoming annual meeting. The Board reviews the relationships and transactions, if any, during the past year between each trustee or any member of his or her immediate family and the Company as necessary to comply with the definition of independence established by the NYSE. During the period covered by this Proxy Statement, for each trustee identified as independent below, there were no transactions, relationships or arrangements not disclosed pursuant to Item 404(a) of Regulation S-K of the type that would need to be considered in connection with determining the independence of such trustees under the applicable NYSE definition of independence.

As a result of this review, the Board affirmatively determined that all the Trustees nominated for election at the Annual Meeting are independent of the Company and its management within the meaning of the NYSE listing standards, with the exception of its Chairman, Mr. Zell, and its Chief Executive Officer and President, Mr. Neithercut.

General Information about the Trustees and Nominees

Our Declaration of Trust currently provides for the annual election of all trustees. All of the nominees are presently trustees, and each has consented to be named in this Proxy Statement and to serve if elected.

Vote Required

A majority of the votes cast in person or by proxy at the meeting is required for the election of trustees in an uncontested election. A majority of the votes means that the number of shares voted “for” a Trustee’s election exceeds fifty percent of the total number of votes cast with respect to his or her election. Although we know of no reason why any nominee would not be able to serve, if any nominee should become unavailable for election, the persons named as proxies will vote your shares to approve the election of any substitute nominee proposed by the Board. If any incumbent Trustee does not receive a majority of the votes cast for his or her election, the Trustee is required to tender his or her resignation for the consideration of the Board. See “Corporate Governance – Trustee Resignation Policy” above.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR”

EACH OF THE TWELVE TRUSTEE NOMINEES.

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PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

The Audit Committee has selected Ernst & Young LLP (“Ernst & Young”) as the independent auditor to perform the audit of our financial statements and our internal control over financial reporting for 2017. The Board recommends that the shareholders ratify the Company’s selection of Ernst & Young as our independent auditor. Representatives of Ernst & Young will be at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Fees

Fees billed to the Company by Ernst & Young for the years ended December 31, 2016 and 2015 are as follows:

Type of Fees:		2016		2015
Audit fees (1)	$	1,877,178	$	1,632,407
Audit-related fees (2)		25,995		25,675
Tax compliance/preparation fees (3)		301,370		222,010
Tax consulting fees (4)		240,965		—
All other fees		—		—
Total:	$	2,445,508	$	1,880,092

(1) Audit fees for the audit of our annual financial statements and internal control over financial reporting, the review of our interim financial statements and for work on securities offerings and other filings with the SEC, including comfort letters, consents and comment letters.

(2) Fees for audit-related services include services associated with legally required employee benefit plan audits and subscriptions to online accounting and tax information services.

(3) Tax compliance/preparation fees are incurred for the review or preparation of tax returns, claims for refunds and tax payment compliance.

(4) Tax consulting fees relate primarily to tax planning advice incident to acquisitions, dispositions, developments, financings and similar issues.

Pre-Approval Policy

The Company’s Audit Committee has reviewed and approved the Company’s engagement of Ernst & Young as its independent auditor, and the incurrence of all of the fees described above, for 2016 and 2015 and has selected Ernst & Young as independent auditor for 2017. The Audit Committee has also adopted a Pre-Approval Policy for Audit and Non-Audit Services (the “Pre-Approval Policy”) for all other services Ernst & Young may perform for the Company in 2017. The Pre-Approval Policy details with specificity the audit and permitted non-audit services that are authorized within each of the above-described categories of services and provides for aggregate maximum dollar amounts for such pre-approved services. Any additional services not described or otherwise exceeding the maximum dollar amounts prescribed by the Pre-Approval Policy for 2017 will require the further advance review and approval of the Audit Committee.

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Vote Required

The affirmative vote of holders of a majority of the votes cast in person or by proxy at the meeting is required to ratify the selection of Ernst & Young. If this proposal is not approved, the selection of the independent auditor will be reconsidered by the Audit Committee and the Board. Because it is difficult and not cost effective to make any change in the independent auditor so far into the year, the appointment of Ernst & Young would probably be continued for 2017 unless the Audit Committee or the Board finds additional good reasons for making an immediate change.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE

SELECTION OF ERNST & YOUNG AS OUR INDEPENDENT AUDITOR FOR 2017.

PROPOSAL 3

APPROVAL OF EXECUTIVE COMPENSATION

Each public company is generally required to include in its proxy statement a separate resolution subject to a non-binding shareholder vote to approve the compensation of the Company’s named executive officers, as disclosed in its proxy statement, not less frequently than once every three years. This is commonly known as a “Say-on-Pay” proposal or resolution, and the Board currently intends for the Company to hold a non-binding, advisory “Say on Pay” vote every year.

In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis and Executive Compensation sections above for a detailed description of our executive compensation philosophy and programs and the compensation decisions the Compensation Committee has made under those programs.

The Board recommends that shareholders vote for the following advisory resolution:

RESOLVED, that the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure, is hereby APPROVED.

Vote Required

Votes cast “FOR” this proposal must exceed votes cast “AGAINST” it for the approval of this advisory resolution. Although the vote on this advisory proposal is non-binding, the Compensation Committee and the Board value the opinion of shareholders and will take into account the outcome of the vote when considering future executive compensation decisions.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR”

THE ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION.

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PROPOSAL 4

APPROVAL OF FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION

In accordance with SEC rules, the Board is providing shareholders with an advisory vote on the frequency of future votes on our executive compensation. Shareholders may indicate whether they prefer that we hold a say-on-pay vote every year, every two years, every three years, or they may abstain from this vote.

After careful consideration, the Board, on the recommendation of the Corporate Governance Committee, has determined that a say-on-pay vote every year is the best approach for the Company and our shareholders for a number of reasons, including, most importantly that it allows shareholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year.

Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, shareholders may indicate their preference regarding the frequency of future say-on-pay votes by selecting every year, every two years or every three years. Shareholders that do not have a preference regarding the frequency of future say-on-pay votes may abstain from voting on the proposal.

Vote Required

The option of every year, every two years or every three years that receives the highest number of votes cast by shareholders will reflect the frequency for future say-on-pay votes that has been selected by shareholders. Although the vote on this advisory proposal is non-binding, the Compensation Committee and the Board value the opinion of shareholders and will take into account the outcome of the vote when considering the frequency of future votes on our executive compensation.

THE BOARD RECOMMENDS THAT YOU VOTE FOR HOLDING A

VOTE ON OUR EXECUTIVE COMPENSATION EVERY YEAR.

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PROPOSAL 5

SHAREHOLDER PROPOSAL TO ALLOW SHAREHOLDERS TO AMEND THE COMPANY’S BYLAWS

Set forth below is a shareholder proposal submitted on behalf of Trowel Trades S&P 500 Index Fund, c/o Comerica Bank & Trust, National Association, Trustee, at P.O. Box 75000, Detroit, Michigan 48275 (the “shareholder proponent”), the beneficial owner of 6,757 of the Company’s common shares, along with the supporting statement of the shareholder proponent. The shareholder proposal is required to be voted upon at the annual meeting only if properly presented at the annual meeting by or on behalf of the shareholder proponent. As explained below, the Board recommends that you vote “AGAINST” the shareholder proposal.

RESOLUTION:

Be it resolved, that the shareholders of Equity Residential (“Company”) recommend the board of directors take all steps necessary to allow shareholders to amend our bylaws by a vote of the majority of shares outstanding.

SUPPORTING STATEMENT:

The ability to amend our bylaws by a vote of the majority of shares outstanding is a fundamental shareholder right, and one of the most effective tools shareholders have to hold Boards accountable.

At many companies, shareholders can pursue corporate governance reform through two types of shareholder proposals - recommendations to the board or through binding bylaw amendments. Without the independent right to amend bylaws, introducing shareholder-friendly governance changes can be a lengthy process fraught with uncertainty.

Because many Real Estate Investment Trusts (REITs) - including the Company - are incorporated in Maryland, their shareholders do not have this right guaranteed by statute. In Delaware, shareholders have this right by law (DGCL Sec. 109).

Our Company reserves the right to amend our bylaws for the board of directors. However, multi-family REITs incorporated in other states (including Camden Property Trust, Mid-America Apartment Communities and Post Properties REIT) generally permit shareholders to initiate bylaw amendments. Over the last two years, shareholders at Maryland-incorporated lodging REITs have supported proposals to extend the right to amend bylaws to shareholders with an average of 64.6% of votes cast in support.

We recommend shareholders vote FOR a recommendation that our Board allow shareholders to make binding bylaw amendments.

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BOARD STATEMENT OPPOSING SHAREHOLDER PROPOSAL

Your Board and its Corporate Governance Committee recommend a vote “AGAINST” adoption of this shareholder proposal.

The Company believes in the importance of providing long-term shareholders with a meaningful voice in the operation of the Company’s governance. At the same time, the Board also believes in the importance of its responsibility to protect the Company’s shareholders from special interests and counter-productive distractions to the core functioning of the Company and its Board.

• The proposal adds nothing to meaningfully improve the shareholders’ voice in governance matters. SEC Rule 14a-8 already allows shareholders to propose bylaw amendments or other governance changes – and the Company has consistently implemented the shareholders’ will as expressed through votes on these proposals, as recently as 2015 when the Board adopted proxy access in response to the vote on a 14a-8 proposal and following thoughtful engagement with shareholders. The proponent is submitting a solution in search of a problem.

• Maryland law requires that the Company’s business and affairs be managed under the direction of the Board. This proposal restricts the Board from carrying out its legal duties. The Board’s ability to exercise its legal duties should not be fraught with the uncertainty of dealing with constant and potentially destabilizing bylaw amendment proposals that in an instant can bind the Company into a different way of functioning. Shareholders purchased shares in the Company with the understanding and comfort that only the Board can amend the Bylaws. The proposal would serve primarily as a benefit for activists interested in disrupting the regular conduct of the Company’s business to advance their own agendas.

• A simple majority vote to amend the Company’s Bylaws is not in the Company’s best interest. In many cases, corporations formed in Delaware and other states require a supermajority vote of two-thirds or more of the votes entitled to be cast on the matter for the shareholders to amend at least some of the provisions in the bylaws. In cases where state law requires the shareholders to have an ability to directly amend bylaws, a supermajority vote offers reasonable protection to the Company and its shareholders as it is crucial that any proposed amendment to the bylaws be supported by a very significant margin of shareholders, or by the governing board that was duly elected by, and owes legal duties to, the shareholders.

Your Board believes its current approach to this issue is appropriate and time-tested. It will continue further engagement with its shareholders on this issue, however, and give thoughtful consideration to whether a shareholder right to amend bylaws is appropriate for the Company. Regardless, the Board’s opinion is that the proponent’s submittal is not in the best interest of the Company or its shareholders, and therefore we urge you to vote “AGAINST”.

Vote Required

The affirmative vote of a majority of all the votes cast in person or by proxy at the meeting is necessary to adopt the resolution in this proposal.

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST”

THE ADOPTION OF THIS SHAREHOLDER PROPOSAL

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INFORMATION ABOUT THE ANNUAL MEETING

Purpose of the Annual Meeting

Shareholders will vote on the proposals presented at the Annual Meeting. YOUR VOTE IS VERY IMPORTANT. Please vote your shares in advance of the meeting, using one of the methods described below.

Who Can Vote

You will be entitled to vote your shares on each proposal if you held your shares as of the close of business on March 31, 2017 (the “Record Date”). Each of the shares outstanding on that date is entitled to one vote on each proposal. As of the Record Date, a total of 367,137,757 common shares were outstanding and entitled to vote.

We are making this proxy statement and our annual report available to shareholders electronically via the Internet at www.proxyvote.com. On April 27, 2017, we began mailing to our shareholders a notice containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice.

How to Vote

Your vote is important and we encourage you to vote promptly. Internet and telephone voting are available 24 hours a day until 11:59 p.m. (Eastern Time) on June 14, 2017, and using either method you will be able to confirm that the vote of your shares has been properly recorded. You may vote in the following ways:

By Internet.    You may vote your shares via the Internet at www.proxyvote.com using the control number shown on your Notice Regarding the Availability of Proxy Materials (“Notice”), proxy card or voting instruction form (“VIF”). If you vote by Internet, you do not need to return your proxy card or VIF.

By Telephone.    You may vote your shares by calling 1-800-690-6903 and using the control number shown on your Notice Regarding the Availability of Proxy Materials, proxy card or VIF. If you vote by telephone, you do not need to return your proxy card or VIF.

By Mail.    If you are a shareholder of record and received a paper set of materials, you may vote by returning a completed and signed proxy card by mail. If you are a beneficial owner with shares held by a broker, you may vote by returning a completed and signed VIF.

At the Annual Meeting.     If you are a shareholder of record and attend the annual meeting in person, you may use a ballot provided at the meeting to vote. If you are a beneficial owner, you will need to have a legal proxy from your broker in order to vote by ballot at the meeting.

Quorum for the Meeting

The presence at the meeting in person or by proxy of the holders of a majority of the common shares outstanding on the Record Date will constitute a quorum permitting business to be conducted at the meeting. If you have returned valid proxy instructions or attend the meeting and

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vote in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting on any or all matters introduced at the meeting.

Beneficial Ownership

If your shares are registered directly in your name with the Company’s transfer agent, Computershare, Inc., you are the “shareholder of record” of those shares. A Notice of Internet Availability of Proxy Materials with instructions on how to vote your shares has been provided directly to you by the Company. If your shares are held in “street name” by a broker, you are considered the “beneficial owner” of those shares. You will receive instructions from them on how to vote your shares. Other than for Proposal 2, brokers do not have the ability to vote on the proposals unless they have received voting instructions from you. Accordingly, if you do not provide your broker with voting instructions, your shares for Proposals 1, 3, 4 and 5 will not be voted.

Revoking/Changing Your Proxy

You may change or revoke your proxy at any time before the meeting by timely delivery of a properly executed, later-dated proxy (including an Internet or phone vote) or by voting in person at the Annual Meeting. The powers of the proxy holders with respect to your shares will be suspended if you attend the meeting in person and so request, but attendance at the meeting will not by itself revoke a previously granted proxy.

Managing the Number of Proxy Statements and Annual Reports

To reduce our printing costs and postage fees, the Company adopted a procedure called “householding” which provides that shareholders who have the same address and last name will receive only one Notice, and if paper copies have been requested, only one copy of this Proxy Statement and the Annual Report. If you no longer wish to receive hard copies, or would prefer to receive separate copies of the Notice, Proxy Statement or Annual Report, please contact Broadridge Financial Solutions, Inc. at 1-800-542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Results of the Vote

Voting results of the Annual Meeting will be disclosed on a Form 8-K filed with the SEC within four business days after the Annual Meeting, which will be accessible on the Company’s website at www.equityapartments.com in the investor section under “SEC Filings.”

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Votes Required and Effect of Abstentions and Broker Non-Votes

Matter	Required Vote	Impact of Abstentions or Broker Non-Votes
1. Election of Trustees	Majority of votes cast with respect to a nominee must be cast FOR that nominee.	Not counted as votes cast; no impact on outcome.
2. Ratification of Ernst & Young LLP as Independent Auditor	Approval by a majority of the votes making up the quorum.	Not counted as votes cast; no impact on outcome.
3. Advisory Approval of Executive Compensation	Votes cast FOR the proposal must exceed votes cast AGAINST it.	Not counted as votes cast; no impact on outcome.
4. Advisory Approval on Frequency of Vote on Executive Compensation	Plurality of votes cast with respect to a frequency must be cast FOR that frequency. This means that the choice of frequency that receives the greatest number of votes is considered the preference of our shareholders.	Not counted as votes cast; no impact on outcome.
5. Shareholder Proposal to Allow Shareholders to Amend the Company’s Bylaws	Approval by a majority of the votes cast.	Not counted as votes cast; no impact on outcome.

Proxy Solicitation

The cost of this solicitation of proxies will be borne by the Company. The Company has hired MacKenzie Partners, Inc. to assist in distributing and soliciting proxies and will pay approximately $17,500, plus expenses for these services.

Other Matters

The Board knows of no other matters to be presented for shareholder action at the Annual Meeting. If any other matters are properly presented at the meeting for action, it is intended that the persons named in the proxies will vote upon such matters in accordance with their discretion.

MISCELLANEOUS

Contacting the Board of Trustees

The Board welcomes your questions and comments. If you would like to communicate with our Board or our Lead Trustee, or if you have a concern related to the Company’s business ethics or conduct, financial statements, accounting practices or internal controls, you may submit your correspondence to Equity Residential, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, Attn: Corporate Secretary. All communications will be forwarded to our Lead Trustee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our trustees, executive officers and beneficial owners of more than 10% of the Company’s outstanding common shares to file reports of ownership and changes in ownership with the SEC. We believe that no such person failed to file any such report or to report any transaction on a timely basis during 2016.

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Shareholder Proposals for the 2017 Annual Meeting

Shareholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in the Company’s proxy statement and form of proxy for the 2018 Annual Meeting must be received by the Company by December 28, 2017. Such a proposal must also comply with the requirements as to form and substance established by the SEC for such a proposal to be included in the proxy statement and form of proxy.

In accordance with our Bylaws as currently in effect, for a shareholder to nominate a trustee or for a proposal of a shareholder to be presented at the Company’s 2018 Annual Meeting, other than a shareholder proposal intended to be included in our proxy statement and submitted pursuant to Rule 14a-8 of the Exchange Act, shareholder proposals must be received at our principal executive offices no earlier than the close of business on November 28, 2017 and no later than the close of business on December 28, 2017. Proposals should be mailed to Equity Residential, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, Attn: Corporate Secretary. Such proposals must also include the same information concerning proposals for shareholder nominees as required under Article II, Section 13 of the Bylaws of the Company. See “Governance of the Company – Trustee Nomination Procedures”.

2016 Annual Report

Additional copies of our 2017 Proxy Statement, 2016 Annual Report and Form 10-K for the year ended December 31, 2016, as filed with the SEC, may be obtained without charge by contacting Equity Residential – Investor Relations, at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606 (toll free number: 1-888-879-6356; e-mail: investorrelations@eqr.com) or by accessing “SEC Filings” in the investor section of the Company’s website at www.equityapartments.com.

By Order of the Board of Trustees

Bruce C. Strohm

Executive Vice President, General Counsel and Corporate Secretary

Chicago, Illinois

April 27, 2017

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SUPPLEMENTAL APPENDIX

Unlevered IRR.    The Unlevered Internal Rate of Return (“IRR”) on sold properties is the compound annual rate of return calculated by the Company based on the timing and amount of: (i) the gross purchase price of the property plus any direct acquisition costs incurred by the Company; (ii) total revenues earned during the Company’s ownership period; (iii) total direct property operating expenses (including real estate taxes and insurance) incurred during the Company’s ownership period; (iv) capital expenditures incurred during the Company’s ownership period; and (v) the gross sales price of the property net of selling costs. Each of the items (i) through (v) is calculated in accordance with generally accepted accounting principles (“GAAP”). The calculation of the Unlevered IRR does not include an adjustment for the Company’s general and administrative expense, interest expense (including loan assumption costs and other loan-related costs) or property management expense. Therefore, the Unlevered IRR is not a substitute for net income as a measure of our performance. The Company believes that the Unlevered IRR achieved during the period a property is owned by the Company is useful because it is one indication of the gross value created by the Company’s acquisition, development, rehab, management and ultimate sale of a property, before the impact of Company overhead. The Unlevered IRR achieved on the properties sold by the Company in 2016 should not be viewed as an indication of the gross value created with respect to other properties owned by the Company, and the Company does not represent that it will achieve similar Unlevered IRRs upon the disposition of other properties. The weighted average Unlevered IRR for sold properties is weighted based on all cash flows over the investment period for each respective property, including net sales proceeds.

Same Store Net Operating Income.    For same store net operating income information, see pages 47 and 49 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Normalized FFO.    Normalized FFO starts with FFO as defined by NAREIT and eliminates certain items that by their nature are not comparable from period to period or that tend to obscure the Company’s actual operating performance. For reconciliations of net income to FFO and Normalized FFO referenced in the CD&A, see page 66 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. For reconciliations of earnings per share (“EPS”) to FFO per share and Normalized FFO per share referenced in the CD&A, see “Reconciliation of Earnings Per Share” below.

Reconciliation of Earnings Per Share. The following table shows the reconciliation of EPS computed in accordance with GAAP to FFO per share and Normalized FFO per share (as shown on page 22) for the year ended December 31, 2016. All data shown is on a per share diluted basis.

Description	Year Ended December 31, 2016
Earnings per share	$11.68
Depreciation expense	1.83
Net gain on sales	(10.57)
FFO per share	$2.94
Asset impairment and valuation allowances	—
Property acquisition costs and write-off of pursuit costs	0.02
Debt extinguishment (gains) losses, including prepayment penalties, preferred share redemptions and non-cash convertible debt discounts	0.31
(Gains) losses on sales of non-operating assets, net of income and other tax expense (benefit)	(0.19)
Other miscellaneous non-comparable items	0.01
Normalized FFO per share	$3.09

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EQUITY RESIDENTIAL TWO NORTH RIVERSIDE PLAZA CHICAGO, ILLINOIS 60606	VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
	ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
	If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
	VOTE BY PHONE - 1-800-690-6903
	Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E18592-P86554                    KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

EQUITY RESIDENTIAL The Board of Trustees recommends you vote “FOR” all Trustee Nominees:				For All	Withhold All	For All Except	To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
1.	Election of Trustees			☐	☐	☐
	Nominees:
	01) John W. Alexander 02) Charles L. Atwood 03) Linda Walker Bynoe 04) Connie K. Duckworth  05) Mary Kay Haben 06) Bradley A. Keywell	07) John E. Neal 08) David J. Neithercut 09) Mark S. Shapiro 10) Gerald A. Spector 11) Stephen E. Sterrett 12) Samuel Zell					The Board of Trustees recommends you vote “AGAINST” Proposal 5: 5.   Shareholder proposal to allow shareholders to amend the Company’s Bylaws. NOTE: In their discretion, the Representatives are authorized to vote upon such other matters as may properly come before the meeting.		For ☐	Against ☐	Abstain ☐
The Board of Trustees recommends you vote “FOR” Proposals 2 and 3:				For	Against	Abstain
2.	Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for 2017.			☐	☐	☐
3.	Approve Executive Compensation.			☐	☐	☐
The Board of Trustees recommends you vote “1 year” on Proposal 4:			1 Year	2 Years	3 Years	Abstain
4.	Advisory vote on the frequency of shareholder votes on Executive Compensation.		☐	☐	☐	☐
For address change/comments, mark here. (see reverse for instructions)						☐
Please indicate if you plan to attend this meeting.				☐	☐
				Yes	No
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
	Signature [PLEASE SIGN WITHIN BOX]		Date				Signature (Joint Owners)	Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

E18593-P86554

EQUITY RESIDENTIAL

Annual Meeting of Shareholders - June 15, 2017

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned shareholder(s) of Equity Residential, a Maryland real estate investment trust (the “Company”), hereby appoint(s) DAVID J. NEITHERCUT and BRUCE C. STROHM, or either of them (the “Representatives”), with full power of substitution, as proxies for the undersigned to attend the Annual Meeting of Shareholders of the Company, to vote all common shares of the Company which the undersigned is entitled to vote at the Annual Meeting and otherwise represent the undersigned with all powers possessed by the undersigned if personally present at the Annual Meeting, to be held at 8:00 a.m., local time, on June 15, 2017, at Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders and of the accompanying Proxy Statement and revokes any proxy heretofore given with respect to such common shares. If this card is properly executed and returned, the shares represented thereby will be voted. If a choice is specified by the shareholder, the shares will be voted accordingly. If not otherwise specified, the shares represented by this card will be voted “FOR” all Nominees for Trustee, “FOR” Proposals 2 and 3, “ONE YEAR” on Proposal 4, and “AGAINST” Proposal 5, and in the discretion of the Representatives in any other matter that may properly come before the meeting or any adjournment or postponement thereof.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

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