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 15, 2017

 

 

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

Suite 400, 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))

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 15, 2017, Equity Residential (the “Company”) held its 2017 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 2018 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the votes set forth below.

 

Nominee

  For   Withheld
John W. Alexander       257,307,681         69,245,237  
Charles L. Atwood       261,566,009         64,986,909  
Linda Walker Bynoe       255,750,982         70,801,936  
Connie K. Duckworth       322,287,438         4,265,480  
Mary Kay Haben       262,055,931         64,496,987  
Bradley A. Keywell       323,855,338         2,697,580  
John E. Neal       317,930,866         8,622,052  
David J. Neithercut       319,740,058         6,812,860  
Mark S. Shapiro       259,125,446         67,427,472  
Gerald A. Spector       313,985,029         12,567,889  
Stephen E. Sterrett       322,303,504         4,249,414  
Samuel Zell       303,958,722         22,594,196  

There were 9,313,134 broker non-votes with respect to Proposal 1.

Proposal 2 – Ratification of Independent Auditor for 2017

The selection of Ernst & Young LLP as the Company’s independent auditor for 2017 was ratified by the shareholders, by the votes set forth below.

 

For

     332,774,716  

Against

     2,907,141  

Abstain

     184,195  

Proposal 3 – Advisory Approval of Executive Compensation

The shareholders approved, on an advisory basis, the executive compensation in the Proxy Statement, by the votes set forth below.

 

For

     295,036,273  

Against

     31,109,641  

Abstain

     407,004  

Broker Non-Votes

     9,313,134  


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

The shareholders determined, on an advisory basis, that the Company hold a vote on executive compensation every year, by the votes set forth below.

 

One Year

     282,752,567  

Two Years

     90,532  

Three Years

     43,477,514  

Abstain

     232,305  

Broker Non-Votes

     9,313,134  

The Company’s Board of Trustees has considered these results and determined that the Company will hold a non-binding advisory vote on executive compensation every year.

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

The shareholders approved, on an advisory basis, the shareholder proposal to allow shareholders to amend the Company’s Bylaws, by the votes set forth below.

 

For

     260,987,624  

Against

     65,226,091  

Abstain

     339,203  

Broker Non-Votes

     9,313,134  


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 15, 2017     By:   /s/ Bruce C. Strohm
    Name:   Bruce C. Strohm
    Its:   Executive Vice President and General Counsel