Essex Property Trust, Inc 8-K, filed May 11, 2023
Essex Property Trust, Inc. (ESS)
8-K
2023-05-11
For: 2023-05-09
View Original
Added on
April 06, 2026
About this 8-K
Essex Property Trust, Inc filed this 8-K on May 11, 2023, reporting on events of May 9, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 9, 2023
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(650 ) 655-7800
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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):
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Essex Property Trust, Inc.
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Emerging growth company
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Essex Portfolio, L.P.
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Emerging growth company
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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. ☐
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On May 9, 2023, Essex Property Trust, Inc. (the “Company”) held its Annual Meeting, at which the Company’s stockholders:
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Elected the following nominees to serve as directors until the 2024 annual meeting or until their successors are duly elected and qualified: Keith R. Guericke, Maria R. Hawthorne, Amal M. Johnson, Mary
Kasaris, Angela L. Kleiman, Irving F. Lyons, III, George M. Marcus, Thomas E. Robinson, Michael J. Schall, and Byron A. Scordelis.
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Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
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Approved, on a non-binding advisory basis, the Company’s named executive officer compensation as disclosed in the Proxy.
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Approved, on a non-binding advisory basis, the frequency of named executive officer compensation advisory votes as every 1 year.
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As of the record date of February 24, 2023, for the Annual Meeting, there were 64,463,822 shares of common stock outstanding and
entitled to vote.
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The results of the voting for the directors were as follows:
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FOR
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AGAINST
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ABSTENTIONS
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Keith R. Guericke
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53,007,766
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3,086,843
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29,416
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Maria R. Hawthorne
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55,818,200
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276,126
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29,699
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Amal M. Johnson
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55,433,602
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660,983
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29,440
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Mary Kasaris
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55,699,926
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392,565
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31,534
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Angela L. Kleiman
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55,072,946
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1,024,978
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26,101
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Irving F. Lyons, III
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55,254,056
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839,820
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30,149
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George M. Marcus
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49,750,683
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6,344,441
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28,901
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Thomas E. Robinson
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55,611,329
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482,438
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30,258
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Michael J. Schall
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54,297,811
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1,789,460
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36,754
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Byron A. Scordelis
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53,831,304
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2,262,523
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30,198
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There were 2,078,474 broker non-votes with respect to the election of the Company’s directors.
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The results of the voting for the ratification of KPMG LLP as the Company’s registered public accounting firm for the year ending December 31, 2023 were as follows:
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For
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Against
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Abstentions
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56,089,443
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2,085,483
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27,573
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The results of the advisory vote to approve named executive officer compensation as disclosed in the Proxy were as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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52,610,070
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3,445,878
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68,077
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2,078,474
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The results of the advisory vote to determine the frequency of named executive officer compensation advisory votes were as follows:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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55,081,769
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15,152
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996,238
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30,866
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2,078,474
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Based upon the results set forth in
Proposal 4 above, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every year, until the next stockholder advisory vote on the frequency of the
stockholder advisory vote on the compensation of named executive officers. A stockholder advisory vote on the frequency of stockholder advisory votes on the compensation paid to the Company's named executive officers is required to be held at
least once every six years.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.
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Date: May 11, 2023
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Essex Property Trust, Inc.
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/s/ Anne Morrison
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Name:
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Anne Morrison
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Title:
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Senior Vice President, General Counsel and Secretary
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Essex Portfolio, L.P.
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By: Essex Property Trust, Inc.,
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its General Partner
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/s/ Anne Morrison
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Name:
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Anne Morrison
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Title:
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Senior Vice President, General Counsel and Secretary
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