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EX-99.1 - EX-99.1 - EQUITY RESIDENTIAL | c65161exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 16, 2011
EQUITY RESIDENTIAL
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) |
1-12252 (Commission File Number) |
13-3675988 (IRS Employer Identification Number) |
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Illinois (State or other jurisdiction of incorporation or organization) |
0-24920 (Commission File Number) |
36-3894853 (I.R.S. Employer Identification Number) |
Two North Riverside Plaza Suite 400, Chicago, Illinois (Address of principal executive offices) |
60606 (Zip Code) |
Registrants telephone number, including area code (312) 474-1300
Not applicable
(Former name or former address, if changed since last report.)
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14-d(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2011, Equity Residential (the Company) held its 2011 Annual Meeting of
Shareholders (the Annual Meeting), and its shareholders approved the Equity Residential 2011
Share Incentive Plan (the 2011 Plan). The 2011 Plan includes an authorization for up to
13,000,000 common shares available for issuance to its trustees, executives and other key
employees. The types of awards which may be granted under the 2011 Plan include shares, share
options, share appreciation rights, and dividend equivalent rights, as well as OP Units and LTIP
Units of ERP Operating Limited Partnership, the Companys operating partnership. The 2011 Plan
will expire on June 16, 2021. As of the date hereof, there have been no awards under the 2011 Plan
to the principal executive officer, the principal financial officer or any named executive officer
of the Company.
A brief description of the 2011 Plan is included as part of the Companys Proxy Statement for
the Annual Meeting (the Proxy Statement), which was filed with the Securities and Exchange
Commission on April 15, 2011. The descriptions of the 2011 Plan contained herein and in the Proxy
Statement are qualified in their entirety by reference to the full text of the 2011 Plan, a copy of
which is attached hereto as Exhibit 99.1.
ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Companys shareholders:
| Elected all ten nominees for Trustees to a one-year term; | ||
| Ratified the appointment of Ernst & Young LLP as the independent auditor for 2011; | ||
| Approved the 2011 Share Incentive Plan; | ||
| On an advisory basis, approved the executive compensation set forth in the Proxy Statement; | ||
| On an advisory basis, recommended that future votes on executive compensation occur every year; | ||
| Did not approve the shareholder proposal relating to cumulative voting; and | ||
| Did not approve the shareholder proposal relating to an executive compensation performance measure. |
As a result of the advisory shareholder vote recommending an annual vote on executive
compensation, the Companys Board of Trustees has determined that the Company will hold a
non-binding advisory shareholder vote on the compensation of its named executive officers every
year.
The following are the final voting results for each of the seven proposals presented at the
Annual Meeting:
Proposal 1 Election of Trustees:
Nominee | For | Withheld | ||||||
John W. Alexander |
255,012,262 | 4,053,689 | ||||||
Charles L. Atwood |
258,818,800 | 247,151 | ||||||
Linda Walker Bynoe |
251,545,550 | 7,520,401 | ||||||
Bradley A. Keywell |
258,667,178 | 398,773 | ||||||
John E. Neal |
258,818,195 | 247,756 | ||||||
David J. Neithercut |
258,034,802 | 1,031,149 | ||||||
Mark S. Shapiro |
253,699,293 | 5,366,658 | ||||||
Gerald A. Spector |
257,933,292 | 1,132,659 | ||||||
B. Joseph White |
254,991,524 | 4,074,427 | ||||||
Samuel Zell |
252,195,155 | 6,870,796 |
There were 10,854,931 broker non-votes with respect to Proposal 1.
Proposal 2 Ratification of the selection of Ernst & Young LLP:
For |
267,602,395 | |||
Against |
2,274,457 | |||
Abstain |
44,030 |
Proposal 3 The Companys 2011 Plan:
For |
199,768,591 | |||
Against |
59,163,103 | |||
Abstain |
134,257 | |||
Broker Non-Votes |
10,854,931 |
Proposal 4 Approval, on an advisory basis, of executive compensation in the Companys
Proxy Statement:
For |
253,565,067 | |||
Against |
4,966,939 | |||
Abstain |
533,945 | |||
Broker Non-Votes |
10,854,931 |
Proposal 5 Advisory vote on the frequency of future advisory votes on executive
compensation:
1 Year |
204,023,474 | |||
2 Years |
816,955 | |||
3 Years |
54,110,138 | |||
Abstain |
115,384 | |||
Broker Non-Votes |
10,854,931 |
Proposal 6 Shareholder proposal relating to cumulative voting:
For |
89,314,341 | |||
Against |
169,505,279 | |||
Abstain |
246,331 | |||
Broker Non-Votes |
10,854,931 |
Proposal 7 Shareholder proposal relating to an executive compensation performance
measure:
For |
9,425,846 | |||
Against |
243,646,477 | |||
Abstain |
5,993,628 | |||
Broker Non-Votes |
10,854,931 |
ITEM 9.01 | Financial Statements and Exhibits. |
Exhibit | ||||
Number | Description | |||
99.1 | Equity Residential 2011 Share Incentive Plan |
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 21, 2011 | By: | /s/ Bruce C. Strohm | ||
Name: | Bruce C. Strohm | |||
Its: Executive Vice President and General Counsel | ||||
ERP OPERATING LIMITED PARTNERSHIP By: Equity Residential, its general partner |
||||
Date: June 21, 2011 | By: | /s/ Bruce C. Strohm | ||
Name: | Bruce C. Strohm | |||
Its: Executive Vice President and General Counsel | ||||