8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2014

ESSEX PROPERTY TRUST, INC.

ESSEX PORTFOLIO, L.P.

(Exact Name of Registrant as Specified in Its Charter)

001-13106 (Essex Property Trust, Inc.)

333-44467-01 (Essex Portfolio, L.P.)

(Commission File Number)

Maryland (Essex Property Trust, Inc.)	77-0369576 (Essex Property Trust, Inc.)
California (Essex Portfolio, L.P.)	77-0369575 (Essex Portfolio, L.P.)
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

925 East Meadow Drive, Palo Alto, California 94303

(Address of Principal Executive Offices)

 (650) 494-3700

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 5.07. Submission of Matters to a Vote of Security Holders

Essex Property Trust, Inc. (“Essex”) held a special meeting of stockholders on March 28, 2014 (the “Special Meeting”).  At the Special Meeting, Essex stockholders approved the proposal described below. Stockholder action on a second proposal, to approve one or more adjournments of the Special Meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of Proposal 1, was not required and no vote was taken on that proposal. The final voting results with respect to the proposal voted upon at the Special Meeting is set forth below. The proposals are described in detail in the definitive joint proxy statement/prospectus for the Special Meeting, filed with the Securities and Exchange Commission on February 14, 2014.

Proposal 1

Essex’s stockholders approved the issuance of Essex common stock to the stockholders of BRE Properties, Inc., a Maryland corporation (“BRE”), pursuant to the Agreement and Plan of Merger, dated as of December 19, 2013, by and among Essex, BRE and BEX Portfolio, Inc. (formerly known as Bronco Acquisition Sub, Inc.), a Delaware corporation and a direct wholly owned subsidiary of Essex.

For	Against	Abstentions	Broker Non- Votes
33,150,665	21,112	44,187	—

Item 8.01. Other Events

On March 28, 2014, Essex issued a press release announcing the results of the Special Meeting. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Essex Property Trust, Inc. on March 28, 2014.

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Forward Looking Statements

This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements which are based on current expectations, estimates and projections about the industry and markets in which Essex and BRE operate and beliefs of and assumptions made by Essex management and BRE management, involve uncertainties that could significantly affect the financial results of Essex or BRE or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the business combination transaction involving Essex and BRE, including future financial and operating results, and the combined company’s plans, objectives, expectations and intentions.  All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to expected synergies, improved liquidity and balance sheet strength – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of Essex or its business, (iii) changes in market demand for rental apartment homes and competitive pricing, (iv) risks associated with acquisitions, including the proposed merger with BRE, (v) maintenance of real estate investment trust (“REIT”) status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings, (viii) risks associated with the companies’ ability to consummate the merger on the terms described or at all and the timing of the closing of the merger, and (ix) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by Essex and BRE from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. Essex does not undertake any duty to update any forward-looking statements appearing in this Form 8-K.

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SIGNATURES

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

Date: March 28, 2014	ESSEX PROPERTY TRUST, INC.
	/s/ Michael T. Dance
	Name:	Michael T. Dance
	Title:	Executive Vice President & Chief Financial Officer

ESSEX PORTFOLIO, L.P.
By:   Essex Property Trust, Inc. Its:    General Partner /s/ Michael T. Dance
Name:	Michael T. Dance
Title:	Executive Vice President & Chief Financial Officer

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Exhibit Index

Exhibits Number	Description
99.1	Press Release issued by Essex Property Trust, Inc. on March 28, 2014.

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EX-99.1

Exhibit 99.1

ESSEX PROPERTY TRUST STOCKHOLDERS APPROVE ISSUANCE OF SHARES

IN CONNECTION WITH BRE MERGER

Palo Alto, California—March 28, 2014—Essex Property Trust, Inc. (NYSE: ESS), a Maryland corporation (“Essex”), announced that at its special meeting of stockholders held today, stockholders approved the issuance of shares of Essex common stock to the stockholders of BRE Properties, Inc. (“BRE”) in connection with the merger of BRE with and into BEX Portfolio, Inc. (“Merger Sub”), a direct wholly owned subsidiary of Essex formerly known as Bronco Acquisition Sub, Inc., pursuant to the Agreement and Plan of Merger, dated as of December 19, 2013, by and among Essex, Merger Sub and BRE (the “Merger Agreement”). Approximately 87.1% of the outstanding shares of Essex common stock voted with respect to the proposed issuance and of those outstanding shares that voted, approximately 99.8% voted in favor of the issuance.

Subject to the satisfaction or waiver of the remaining conditions to the closing of the merger set forth in the Merger Agreement, the merger is expected to close on Tuesday, April 1, 2014.  At the effective time of the merger, each former share of BRE common stock will be converted into (i) 0.2971 shares of Essex common stock and (ii) $12.33 in cash, without interest, subject to adjustment, in the event of the payment of a special distribution to BRE stockholders of record as of the close of business on the last business day preceding the effective time of the merger.   As previously announced, BRE’s board of directors declared a special distribution of $5.15 per share of BRE common stock payable to BRE stockholders of record as of the close of business on the last business day preceding the effective time of the merger (the “Special Dividend”).  The Special Dividend is conditioned upon the closing of the sale of certain interests in assets of BRE to certain parties designated by Essex, which are expected to occur on the business day prior to the closing of the merger.  The amounts distributed as a Special Dividend will reduce the cash consideration payable by Essex in the merger.

Assuming completion of the merger, shares of BRE common stock are expected to be delisted after the close of trading on April 1, 2014.  Shares of Essex common stock will continue to trade under the existing ticker symbol “ESS” on the New York Stock Exchange.

About Essex Property Trust, Inc.

Essex Property Trust, Inc., an S&P 400 company, is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast markets. Essex currently has ownership interests in 163 apartment communities with an additional 11 properties in various stages of active development. Additional information about Essex can be found on the Company’s web site at www.essexpropertytrust.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements which are based on current expectations, estimates and projections about the industry and markets in which Essex and BRE operate and beliefs of and assumptions made by Essex management and BRE management, involve uncertainties that could significantly affect the financial results of Essex or BRE or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the business combination transaction involving Essex and BRE, including future financial and operating results, and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to expected synergies, improved liquidity and balance sheet strength – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of Essex or its business, (iii) changes in market demand for rental apartment homes and competitive pricing, (iv) risks associated with acquisitions, including the proposed merger with BRE, (v) maintenance of real estate investment trust (“REIT”) status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings, (viii) risks associated with the companies’ ability to consummate the merger on the terms described or at all and the timing of the closing of the merger, and (ix) those additional risks and factors discussed in reports filed with the SEC by Essex and BRE from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. Essex does not undertake any duty to update any forward-looking statements appearing in this press release.

Contact Information

Barb Pak

Director of Investor Relations

(650) 494-3700

bpak@essexpropertytrust.com

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