VMRK 8-K
Vivmark Residential (VMRK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
|
|
|
||
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
||||
(Exact name of Registrant as Specified in Its Charter)
|
||||
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: ( |
(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:
|
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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
|||
(ERP Operating Limited Partnership) |
|
A |
|
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).
Emerging growth company
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 24, 2025, Chris Carr was appointed as a Trustee of Equity Residential (the “Company”). In connection with Mr. Carr’s appointment, the size of the Company’s Board of Trustees was increased from 10 to 11. Effective as of such date, Mr. Carr was appointed to serve on the Audit Committee and the Corporate Governance Committee. The Company has determined that Mr. Carr is independent of the Company and its management within the meaning of the New York Stock Exchange listing standards.
As a non-employee Trustee, Mr. Carr will receive an annual cash retainer of $90,000, an annual retainer of $210,000 to be paid in restricted shares and/or restricted units, an additional $17,500 annual cash retainer for his service on the Audit Committee and an additional $12,500 annual cash retainer for his service on the Corporate Governance Committee, with all such amounts prorated from the date of his appointment to the date of the Company’s 2026 Annual Meeting of Shareholders. The Company will enter into an Indemnification Agreement with Mr. Carr in substantially the same form that the Company has entered into with its other Trustees and executive officers. The form of the Indemnification Agreement was filed as Exhibit 10.18 to the Company’s Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission on March 12, 2004.
Mr. Carr was not appointed pursuant to any arrangement or understanding with any other person. There are no transactions involving Mr. Carr that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Carr’s appointment to the Company’s Board of Trustees is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
EQUITY RESIDENTIAL |
Date: July 24, 2025 |
|
By: /s/ Scott J. Fenster |
|
|
Name: Scott J. Fenster |
|
|
Its: Executive Vice President and General Counsel |
|
|
|
|
|
ERP OPERATING LIMITED PARTNERSHIP |
|
|
By: Equity Residential, its general partner |
Date: July 24, 2025 |
|
By: /s/ Scott J. Fenster |
|
|
Name: Scott J. Fenster |
|
|
Its: Executive Vice President and General Counsel |
Exhibit 99.1
NEWS RELEASE - FOR IMMEDIATE RELEASE
CONTACT:
Marty McKenna (312) 928-1901, [email protected]
July 24, 2025
Equity Residential Appoints Chris Carr to Board of Trustees
Chicago, IL – July 24, 2025 - Equity Residential (NYSE: EQR) today announced the appointment of Chris Carr to the Company’s Board of Trustees to serve until the next annual meeting of shareholders. Mr. Carr qualifies as an independent trustee under the New York Stock Exchange’s listing standards. He will serve on the Company’s Audit and Corporate Governance Committees. With this appointment, the Company’s Board will increase to 11 members, nine of whom are independent.
Mr. Carr, 61, is the former Chief Operating Officer of Sweetgreen, Inc. (NYSE: SG), a restaurant and lifestyle brand. Prior to Sweetgreen, he held a variety of retail and supply chain senior executive roles at Starbucks (NASDAQ: SBUX), most recently as the Executive Vice President, Chief Procurement Officer. Prior to Starbucks, Mr. Carr spent 18 years with ExxonMobil, developing, leading and implementing retail operational strategies for its Global Fuels Marketing downstream businesses. He currently serves as a director for Hilton Worldwide, Inc. (NYSE: HLT) and is the chairman of the Board of Recreational Equipment Inc. (REI), a consumer cooperative. He also serves as a Board Trustee for Howard University and the University of San Diego.
“We are very pleased to welcome Chris to the Equity Residential board. He brings a tremendous amount of experience as both an operating executive and a board member and will be an excellent complement to our outstanding Board of Trustees,“ said Mark J. Parrell, Equity Residential’s President and CEO.
The appointment of Mr. Carr is consistent with the Board's trustee succession and refreshment strategy of adding fresh perspectives from new trustees while leveraging the institutional knowledge and historical perspective of the Board’s longer-tenured trustees to provide comprehensive and effective oversight of the Company’s strategic, operational and compliance risks and opportunities. Over the past six years, the Company has added five new trustees to the Board, reducing the average Board tenure of our independent trustees to 7.5 years while increasing the breadth and skill sets of the Board.
About Equity Residential
Equity Residential is committed to creating communities where people thrive. The Company, a member of the S&P 500, is focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract affluent long-term renters. Equity Residential owns or has investments in 319 properties consisting of 86,422 apartment units, with an established presence in Boston, New York, Washington, D.C., Seattle, San Francisco and Southern California, and an expanding presence in Denver, Atlanta, Dallas/Ft. Worth and Austin. For more information on Equity Residential, please visit our website at www.equityapartments.com.