EQUITY COMMONWEALTH (NYSE:EQC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June20, 2017, Equity Commonwealth (the Company) held its 2017
annual meeting of shareholders (the Annual Meeting). At the
Annual Meeting, the Companys shareholders (i)elected 11 trustees
to the Board of Trustees of the Company (the Board) to serve
until the Companys 2018 annual meeting of shareholders,
(ii)approved, on a non-binding advisory basis, the compensation
of the named executive officers, (iii)selected, on a non-binding
advisory basis, one year as the frequency of the advisory vote on
executive compensation, and (iv)ratified the appointment of Ernst
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December31, 2017. The
proposals are described in the Companys Proxy Statement. The
final voting results for each proposal are set forth below.
Proposal 1: Election of Trustees
At the Annual Meeting, shareholders elected 11 trustees to the
Board to serve until the 2018 annual meeting of shareholders and
until their respective successors have been duly elected and
qualified. The table below sets forth the voting results for each
trustee nominee:
|
Nominee |
|
VotesFor |
|
VotesWithheld |
|
BrokerNon-Votes |
|
|
Sam Zell |
98,448,682 |
6,288,115 |
7,842,825 |
||||
|
James S. Corl |
103,935,826 |
800,971 |
7,842,825 |
||||
|
Martin L. Edelman |
103,926,576 |
810,221 |
7,842,825 |
||||
|
Edward A. Glickman |
104,021,055 |
715,742 |
7,842,825 |
||||
|
David Helfand |
104,072,847 |
663,950 |
7,842,825 |
||||
|
Peter Linneman |
103,065,050 |
1,671,747 |
7,842,825 |
||||
|
James L. Lozier,Jr. |
103,962,237 |
774,560 |
7,842,825 |
||||
|
Mary Jane Robertson |
103,994,532 |
742,265 |
7,842,825 |
||||
|
Kenneth Shea |
103,922,277 |
814,520 |
7,842,825 |
||||
|
Gerald A. Spector |
103,965,997 |
770,800 |
7,842,825 |
||||
|
James A. Star |
103,959,516 |
777,281 |
7,842,825 |
Proposal 2: Advisory Vote on Executive Compensation
At the Annual Meeting, the Companys shareholders voted
affirmatively on a non-binding resolution to approve the
compensation of the Companys named executive officers. The table
below sets forth the voting results for this proposal:
|
VotesFor |
|
VotesAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
96,580,352 |
7,124,681 |
1,031,764 |
7,842,825 |
Proposal 3: Advisory Vote on the Frequency of the Advisory
Vote on Executive Compensation
At the Annual Meeting, the Companys shareholders voted on a
non-binding resolution to select one year as the frequency with
which the Company will hold the advisory vote on executive
compensation. The table below sets forth the voting results for
this proposal:
|
OneYear |
|
TwoYears |
|
ThreeYears |
|
Abstentions |
|
BrokerNo-Votes |
|
94,587,147 |
77,713 |
9,501,600 |
570,337 |
7,842,825 |
Consistent with the recommendation of the Companys Board and the
advisory vote of the shareholders, the Company confirms that it
will include a non-binding shareholder advisory vote on executive
compensation in the Companys proxy materials every year, until
the next required advisory vote on the frequency of stockholder
votes on executive compensation, which will occur no later than
our annual stockholders meeting in 2023.
Proposal 4: Ratification of the Appointment of Independent
Registered Public Accounting Firm
At the Annual Meeting, the Companys shareholders ratified the
appointment of Ernst Young LLP to serve as the Companys
independent registered public accounting firm for the fiscal
year ending December31, 2017. The table below sets forth the
voting results for this proposal:
|
VotesFor |
|
VotesAgainst |
|
Abstentions |
|
110,010,651 |
1,606,701 |
962,270 |
Item 8.01. Other Events.
Annual Trustee Compensation
On June20, 2017, the Compensation Committee of the Board
approved the grant, at the trustees option, of restricted
common shares of the Company or time-based LTIP Units of the
operating trust to each independent trustee of the Company to
the Companys annual compensation plan for independent trustees.
LTIP Units are a class of beneficial interest in the operating
trust of the Company that are convertible into OP Units, which
are a class of beneficial interest in the operating trust
designated as units. Time-based LTIP Units have the same
general characteristics as restricted common shares. The LTIP
Units were awarded to a new form of LTIP Unit agreement for
trustees to be used for grants of time-based LTIP Units to
independent members of the Board (the Formof Time-Based LTIP
Unit Agreement for Trustees) under the Equity Commonwealth 2015
Omnibus Incentive Plan. The Formof Time-Based LTIP Unit
Agreement for Trustees provides the grantee with an amount of
LTIP Units based on a time-based vesting formula. The
restricted common shares were awarded to the previously
approved form of restricted stock agreement for trustees under
the Equity Commonwealth 2015 Omnibus Incentive Plan.
The foregoing description of the Formof Time-Based LTIP Unit
Agreement for Trustees is not intended to be complete and is
subject to and qualified in its entirety by reference to the
Formof Time-Based LTIP Unit Agreement for Trustees, which is
attached hereto as Exhibit10.1 and is incorporated in this Item
8.01 by reference.
Item 9.01. Financial Statements and Exhibit.
(d) Exhibit
|
ExhibitNumber |
|
Description |
|
10.1 |
Formof Time-Based LTIP Unit Agreement for Trustees under |
Equity Commonwealth ExhibitEX-10.1 2 a17-15519_1ex10d1.htm EX-10.1 Exhibit 10.1 EQUITY COMMONWEALTH TIME-BASED LTIP UNIT AGREEMENT FOR TRUSTEES This Time-Based LTIP Unit Agreement (this “Agreement”) is made effective as of the Grant Date set forth on the Schedule to Time-Based LTIP Unit Agreement (the “Schedule”) attached hereto (the “Grant Date”),…To view the full exhibit click here About EQUITY COMMONWEALTH (NYSE:EQC)
Equity Commonwealth is an internally managed and self-advised real estate investment trust (REIT). The Company is engaged in the ownership and operation of office buildings throughout the United States. It operates in central business district properties and suburban properties segment. The Company’s portfolio includes approximately 60 properties (over 130 buildings) with a combined of approximately 24 million square feet. It leases its properties to over 1,000 tenants. Its properties include Parkshore Plaza, Leased Land/Vineyards, Sky Park Centre, Georgetown-Green and Harris Buildings, Executive Park, Cabot Business Park Land, Danac Stiles Business Park, East Eisenhower Parkway, North Point Office Complex, Raintree Industrial Park, Cherrington Corporate Center, Foster Plaza, Bridgepoint Parkway, Lakewood on the Park and Research Park. Its properties are located in Alabama, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Hawaii and Illinois, among others.
