8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 17, 2021

EQUITY RESIDENTIAL

(Exact name of registrant as specified in its charter)

Maryland

1-12252

13-3675988

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

Two North Riverside Plaza

Chicago, Illinois

60606

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (312) 474-1300

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential)

EQR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 17, 2021, Equity Residential (the “Company”) held its 2021 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 2022 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the votes set forth below.


Nominee	For	Withheld
Angela M. Aman	326,673,759	1,227,930
Raymond Bennett	325,740,149	2,161,540
Linda Walker Bynoe	323,340,902	4,560,787
Connie K. Duckworth	325,655,867	2,245,822
Mary Kay Haben	325,029,192	2,872,497
Tahsinul Zia Huque	325,737,512	2,164,177
John E. Neal	315,329,144	12,572,545
David J. Neithercut	323,264,705	4,636,984
Mark J. Parrell	324,999,980	2,901,709
Mark S. Shapiro	320,869,238	7,032,451
Stephen E. Sterrett	325,609,060	2,292,629
Samuel Zell	272,204,787	55,696,902

There were 12,726,552 broker non-votes with respect to Proposal 1.

Proposal 2 – Ratification of Independent Auditor for 2021

The selection of Ernst & Young LLP as the Company’s independent auditor for 2021 was ratified by the shareholders, by the votes set forth below.


For		329,142,861
Against		11,293,044
Abstain		192,336


	EQUITY RESIDENTIAL

Date: June 22, 2021	By:	/s/ Scott J. Fenster
	Name:	Scott J. Fenster
	Its:	Executive Vice President and General Counsel


For		302,155,461
Against		11,452,753
Abstain		14,293,475
Broker Non-Votes		12,726,552