Cover Page 8K 2013 Annual Meeting 06.13.2013




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 13, 2013

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))




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

On June 13, 2013, Equity Residential (the "Company") held its 2013 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders:

•
Elected all eleven nominees for Trustees to a one-year term;
•
Ratified the appointment of Ernst & Young LLP as the independent auditor for 2013;
•
On an advisory basis, approved the executive compensation set forth in the Company's Proxy Statement for the Annual Meeting (the "Proxy Statement"); and
•
Did not approve the shareholder proposal relating to sustainability reporting.

The following are the final voting results for each of the four proposals presented at the Annual Meeting:

Proposal 1 – Election of Trustees:

Nominee
 
For
 
Withheld

John W. Alexander
 
313,605,327
 
6,495,398

Charles L. Atwood
 
317,277,699
 
2,823,026

Linda Walker Bynoe
 
309,374,377
 
10,726,348

Mary Kay Haben
 
317,339,387
 
2,761,338

Bradley A. Keywell
 
315,038,063
 
5,062,662

John E. Neal
 
317,507,179
 
2,593,546

David J. Neithercut
 
317,830,708
 
2,270,017

Mark S. Shapiro
 
315,958,152
 
4,142,573

Gerald A. Spector
 
316,727,712
 
3,373,013

B. Joseph White
 
313,605,366
 
6,495,359

Samuel Zell
 
297,529,606
 
22,571,119


There were 9,706,540 broker non-votes with respect to Proposal 1.

Proposal 2 – Ratification of the selection of Ernst & Young LLP:

For
 
328,402,900

Against
 
1,252,169

Abstain
 
152,196


Proposal 3 – Approval, on an advisory basis, of the executive compensation in the Proxy Statement:

For
 
294,948,934

Against
 
24,457,452

Abstain
 
694,339

Broker Non-Votes
 
9,706,540


Proposal 4 – Shareholder proposal relating to sustainability reporting:

For
 
129,936,590

Against
 
179,613,593

Abstain
 
10,550,542

Broker Non-Votes
 
9,706,540






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 13, 2013
 
By:    
/s/ Bruce C. Strohm
 
 
 
Name:    
Bruce C. Strohm
 
 
 
Its:    
Executive Vice President and General Counsel