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EQUITY RESIDENTIAL (NYSE:EQR) Files An 8-K Submission of Matters to a Vote of Security Holders

EQUITY RESIDENTIAL (NYSE:EQR) Files An 8-K Submission of Matters to a Vote of Security Holders

ITEM5.07

Submission of Matters to a Vote of Security
Holders

On June15, 2017, Equity Residential (the Company) held its 2017
Annual Meeting of Shareholders (the Annual Meeting). At the
Annual Meeting, the Companys shareholders were asked to consider
and vote upon the proposals described in the Companys 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 twelve of the nominees for Trustees were elected to serve for
a one-year term which expires at the Companys 2018 annual meeting
of shareholders and until their respective successors are duly
elected and qualified, by the votes set forth below.

Nominee

For Withheld
John W. Alexander 257,307,681 69,245,237
Charles L. Atwood 261,566,009 64,986,909
Linda Walker Bynoe 255,750,982 70,801,936
ConnieK.Duckworth 322,287,438 4,265,480
Mary Kay Haben 262,055,931 64,496,987
Bradley A. Keywell 323,855,338 2,697,580
John E. Neal 317,930,866 8,622,052
David J. Neithercut 319,740,058 6,812,860
Mark S. Shapiro 259,125,446 67,427,472
Gerald A. Spector 313,985,029 12,567,889
Stephen E. Sterrett 322,303,504 4,249,414
Samuel Zell 303,958,722 22,594,196

There were 9,313,134 broker non-votes with respect to Proposal 1.

Proposal 2 Ratification of Independent Auditor for
2017

The selection of Ernst Young LLP as the Companys independent
auditor for 2017 was ratified by the shareholders, by the votes
set forth below.

For

332,774,716

Against

2,907,141

Abstain

184,195

Proposal 3 Advisory Approval of Executive
Compensation

The shareholders approved, on an advisory basis, the executive
compensation in the Proxy Statement, by the votes set forth
below.

For

295,036,273

Against

31,109,641

Abstain

407,004

Broker Non-Votes

9,313,134

Proposal 4 Advisory Approval of Frequency of Vote
on Executive Compensation

The shareholders determined, on an advisory basis, that the
Company hold a vote on executive compensation every year, by the
votes set forth below.

One Year

282,752,567

Two Years

90,532

Three Years

43,477,514

Abstain

232,305

Broker Non-Votes

9,313,134

The Companys Board of Trustees has considered these results and
determined that the Company will hold a non-binding advisory vote
on executive compensation every year.

Proposal 5 Shareholder Proposal to Allow
Shareholders to Amend the Companys Bylaws

The shareholders approved, on an advisory basis, the shareholder
proposal to allow shareholders to amend the Companys Bylaws, by
the votes set forth below.

For

260,987,624

Against

65,226,091

Abstain

339,203

Broker Non-Votes

9,313,134

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.

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