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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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 16, 2022, Equity Residential (the “Company”) held its 2022 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 ten of the nominees for Trustees were elected to serve for a one-year term which expires at the Company’s 2023 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 |
325,500,900 | 2,137,667 | ||||||
| Linda Walker Bynoe |
310,182,930 | 17,455,637 | ||||||
| Mary Kay Haben |
305,609,173 | 22,029,394 | ||||||
| Tahsinul Zia Huque |
325,512,323 | 2,126,244 | ||||||
| John E. Neal |
310,137,742 | 17,500,825 | ||||||
| David J. Neithercut |
318,998,615 | 8,639,952 | ||||||
| Mark J. Parrell |
323,806,725 | 3,831,842 | ||||||
| Mark S. Shapiro |
313,851,535 | 13,787,032 | ||||||
| Stephen E. Sterrett |
324,396,405 | 3,242,162 | ||||||
| Samuel Zell |
281,543,545 | 46,095,022 | ||||||
There were 15,693,867 broker non-votes with respect to Proposal 1.
Proposal 2 – Ratification of Independent Registered Public Accounting Firm for 2022
The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022 was ratified by the shareholders, by the votes set forth below.
| For |
326,320,726 | |||
| Against |
16,928,146 | |||
| Abstain |
83,562 |
Proposal 3 – Advisory Approval of Executive Compensation
The shareholders approved, on an advisory basis, the executive compensation disclosed in the Proxy Statement, by the votes set forth below.
| For |
300,413,827 | |||
| Against |
26,652,225 | |||
| Abstain |
572,515 | |||
| Broker Non-Votes |
15,693,867 |
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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, 2022 | By: | /s/ Scott J. Fenster | ||||
| Name: | Scott J. Fenster | |||||
| Its: | Executive Vice President and General Counsel | |||||
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