UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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Registrant’s telephone number, including area code
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of each exchange on which registered | ||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 25, 2020, Equity Residential (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders were asked to consider and vote upon the proposals described in the Company’s Proxy Statement for the Annual Meeting (the “Proxy Statement”). The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1 – Election of Trustees
All twelve of the nominees for Trustees were elected to serve for a one-year term which expires at the Company’s 2021 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the votes set forth below.
| Nominee |
For |
Withheld |
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| Raymond Bennett |
335,235,110 |
208,565 |
||||||
| Linda Walker Bynoe |
328,933,004 |
6,510,671 |
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| Connie K. Duckworth |
333,358,011 |
2,085,664 |
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| Mary Kay Haben |
331,608,528 |
3,835,147 |
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| Tahsinul Zia Huque |
335,222,653 |
221,022 |
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| Bradley A. Keywell |
335,221,726 |
221,949 |
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| John E. Neal |
321,362,891 |
14,080,784 |
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| David J. Neithercut |
333,184,941 |
2,258,734 |
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| Mark J. Parrell |
335,227,519 |
216,156 |
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| Mark S. Shapiro |
328,793,601 |
6,650,074 |
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| Stephen E. Sterrett |
335,083,621 |
360,054 |
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| Samuel Zell |
282,198,904 |
53,244,771 |
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There were 9,078,472 broker non-votes with respect to Proposal 1.
Proposal 2 – Ratification of Independent Auditor for 2020
The selection of Ernst & Young LLP as the Company’s independent auditor for 2020 was ratified by the shareholders, by the votes set forth below.
| For |
334,687,975 |
|||
| Against |
9,646,924 |
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| Abstain |
187,248 |
2
Proposal 3 – Advisory Approval of Executive Compensation
The shareholders approved, on an advisory basis, the executive compensation disclosed in the Proxy Statement, by the votes set forth below.
| For |
310,423,390 |
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| Against |
9,243,296 |
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| Abstain |
15,776,989 |
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| Broker Non-Votes |
9,078,472 |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EQUITY RESIDENTIAL | ||||||
| Date: June 29, 2020 |
By: |
/s/ Scott J. Fenster | ||||
| Name: |
Scott J. Fenster | |||||
| Its: |
Executive Vice President and General Counsel | |||||
4
Document and Entity Information |
Jun. 25, 2020 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000906107 |
| Document Type | 8-K |
| Document Period End Date | Jun. 25, 2020 |
| Entity Registrant Name | EQUITY RESIDENTIAL |
| Entity Incorporation State Country Code | MD |
| Entity File Number | 1-12252 |
| Entity Tax Identification Number | 13-3675988 |
| Entity Address, Address Line One | Two North Riverside Plaza |
| Entity Address, City or Town | Chicago |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60606 |
| City Area Code | (312) |
| Local Phone Number | 474-1300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential) |
| Trading Symbol | EQR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |