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): May 12, 2020

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.)

1100 Park Place, Suite 200

San Mateo, CA 94403

 (Address of principal executive offices, including zip code)

(650) 655-7800

(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))

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 Stock, $.0001 par value (Essex Property Trust, Inc.)	ESS	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):

Essex Property Trust, Inc.	Emerging growth company	☐
Essex Portfolio, L.P.	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 May 12, 2020, the Essex Property Trust, Inc. (the “Company”) held its Annual Meeting, at which the Company’s stockholders:

1. Elected the following nominees to serve as directors until the 2021 annual meeting or until their successors are duly elected and qualified: Keith R. Guericke, Maria R. Hawthorne, Amal M. Johnson, Mary Kasaris, Irving F. Lyons, III, George M. Marcus, Thomas E. Robinson, Michael J. Schall, and Byron A. Scordelis.

2. Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

3. Approved, on a non-binding advisory basis, the Company’s named executive officer compensation as disclosed in the Proxy.

As of the record date of February 27, 2020, for the Annual Meeting, there were 66,181,373 shares of common stock outstanding and entitled to vote.

(i) The results of the voting for the directors were as follows:

	Affirmative		Withheld
Keith R. Guericke		56,694,514		773,945
Maria R. Hawthorne		57,378,446		90,013
Amal M. Johnson		56,667,385		801,074
Mary Kasaris		57,206,521		261,938
Irving F. Lyons, III		56,818,588		649,871
George M. Marcus		55,526,715		1,941,744
Thomas E. Robinson		56,491,336		977,123
Michael J. Schall		57,322,618		145,841
Byron A. Scordelis		57,379,618		88,841

There were 2,035,710 broker non-votes with respect to the election of the Company’s directors.

(ii) The results of the voting for the ratification of KPMG LLP as the Company’s registered public accounting firm for the year ending December 31, 2020 were as follows:

For	Against	Abstentions	Broker Non-Votes
56,964,972	2,518,864	20,333	0

(iii) The results of the advisory vote to approve named executive officer compensation as disclosed in the Proxy were as follows:

For	Against	Abstentions	Broker Non-Votes
55,074,655	2,338,198	55,606	2,035,710

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: May 14, 2020
	Essex Property Trust, Inc.
	/s/ Anne Morrison
	Name:	Anne Morrison
	Title:	Senior Vice President, General Counsel and Secretary
	Essex Portfolio, L.P.
	By: Essex Property Trust, Inc., its General Partner
	/s/ Anne Morrison
	Name:	Anne Morrison
	Title:	Senior Vice President, General Counsel and Secretary

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XML

Document and Entity Information	May 12, 2020
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 12, 2020
Entity Registrant Name	ESSEX PROPERTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-13106
Entity Tax Identification Number	77-0369576
Entity Address, Address Line One	1100 Park Place
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94403
City Area Code	650
Local Phone Number	655-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000920522
Title of 12(b) Security	Common Stock, $.0001 par value (Essex Property Trust, Inc.)
Trading Symbol	ESS
Security Exchange Name	NYSE
ESSEX PORTFOLIO, L.P. [Member]
Entity Information [Line Items]
Entity Registrant Name	ESSEX PORTFOLIO, L.P.
Entity Incorporation, State or Country Code	CA
Entity File Number	333-44467-01
Entity Tax Identification Number	77-0369575
Entity Address, Address Line One	777 CALIFORNIA AVENUE
Entity Address, City or Town	PALO ALTO
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94304
City Area Code	415
Local Phone Number	494-3700
Entity Emerging Growth Company	false
Entity Central Index Key	0001053059