EQUITY RESIDENTIAL (NYSE:EQR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting of Shareholders of Equity Residential (the “Company”) held in June 2017, the Company’s shareholders approved a shareholder’s non-binding proposal recommending that the Company’s Board of Trustees (the “Board”) take steps to provide shareholders with the right to amend the Company’s Bylaws. In response to this proposal, and after conducting further shareholder engagement, on November20, 2017 the Board amended the Company’s Bylaws to add a provision which permits shareholders to amend the Company’s Bylaws.

The amended Article XIV of the Bylaws now permits shareholders to amend the Company’s Bylaws by the affirmative vote of the holders of a majority of the outstanding common shares of the Company to a proposal submitted for approval at a duly called annual meeting or special meeting of shareholders by a shareholder, or group of up to 5 shareholders, owning 1% or more of the Company’s outstanding common shares continuously for at least 1 year (the “Ownership Threshold”). A shareholder proposal submitted under the amended Article XIV may not alter or repeal (i)Article XII of the Bylaws, which provides for indemnification of trustees and officers of the Company or (ii)Article XIV of the Bylaws, which addresses procedures for amendment of the Bylaws, without the approval of the Board.

The Board believes the Ownership Threshold broadly enables shareholders who own a meaningful stake in the Company for more than a brief period of time to propose binding amendments to the Company’s Bylaws. In that regard, the Board considered that, based on the most recently available public filings made by shareholders as of September30, 2017, (i) approximately 57% of the Company’s outstanding common shares are owned by shareholders that each own at least 1% or more of the Company’s outstanding common shares and (ii)approximately 78% of the Company’s outstanding common shares are owned by shareholders that each own at least 0.2% or more of the Company’s outstanding common shares.

The foregoing description of the amended Bylaws is qualified in its entirety by reference to a copy of the First Amendment to Eighth Amended and Restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.

EQUITY RESIDENTIAL Exhibit
EX-3.1 2 d495350dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 EQUITY RESIDENTIAL FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED BYLAWS   1. The Eighth Amended and Restated Bylaws (the “Bylaws”) of Equity Residential,…
To view the full exhibit click here

About EQUITY RESIDENTIAL (NYSE:EQR)

Equity Residential is a real estate investment trust. The Company is focused on the acquisition, development and management of apartment properties in various markets of the United States. The Company’s segments include Boston, New York, San Francisco, Seattle, Southern California, Washington D.C., Non-core – South Florida, Non-core – Denver, and Non-core – other. ERP Operating Limited Partnership (Operating Partnership) conducts the multifamily residential property business of the Company. The Company’s property ownership, development and related business operations are conducted through the Operating Partnership. The Company holds interests in approximately 390 properties located in over 10 states and the District of Columbia, consisting of approximately 109,650 apartment units. Its properties are of various building types, such as garden, mid/high-rise and military housing. Its core properties are located in New York, Los Angeles, Boston, Seattle and San Diego, among others.