Equity Commonwealth (Form: 8-K, Received: 05/19/2023 16:16:13)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 18, 2023

EQUITY COMMONWEALTH

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)


1-9317						04-6558834
(Commission File Number)						(IRS Employer Identification No.)

Two North Riverside Plaza, Suite 2100, Chicago, IL						60606
(Address of Principal Executive Offices)						(Zip Code)

(312) 646-2800

(Registrant’s Telephone Number, Including Area Code)

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 Exchange Act:

Title Of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Shares of Beneficial Interest

EQC

New York Stock Exchange

6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest

EQCpD

New York Stock Exchange

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. o

Item 8.01. Other Events.

Equity Commonwealth (the “Company”) regretfully reports that Sam Zell, Chairman of the Board of Trustees (the “Board”) of the Company, passed away on May 18, 2023. Mr. Zell served as Chairman of the Board since 2014 and also served as Chairman of Equity Group Investments, Equity Residential and Equity LifeStyle Properties. On May 19, 2023, the Board: (i) named David Helfand, the President and Chief Executive Officer of the Company since 2014, to serve as Chair of the Board, effective immediately, and (ii) reduced its size from 8 to 7 trustees. A copy of the Company's press release on May 18, 2023, announcing Mr. Zell’s passing, is filed with this Form 8-K as Exhibit 99.1 hereto and incorporated by reference herein. A copy of the Company’s press release on May 19, 2023, announcing Mr. Helfand’s appointment and the Board size reduction, is filed with this Form 8-K as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1						Press Release Dated May 18 , 2023.

99.2						Press Release Dated May 19, 2023 .

104						The cover page from this Current Report on form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			EQUITY COMMONWEALTH
			By:			/s/ William H. Griffiths
			Name:			William H. Griffiths
			Title:			Executive Vice President, Chief
						Financial Officer and Treasurer

Date: May 19, 2023

Exhibit 99.1

Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606

Equity Commonwealth Announces the Death of Sam Zell, Our Chairman

Chicago – May 18, 2023 - Equity Commonwealth (NYSE: EQC) announced today that Sam Zell, its Chairman of the Board of Trustees, died today due to complications from a recent illness.

Sam served as our Chairman since we took responsibility for EQC in May 2014. Sam also served as the chairman of Equity Group Investments, the private investment firm he founded more than 50 years ago, and chaired two other companies listed on the New York Stock Exchange: Equity Residential and Equity LifeStyle Properties.

A video created by Equity Group Investments is available at www.samzelllegacy.com.

For more information on Sam’s life and accomplishments, visit www.egizell.com and www.samzell.com.

About Equity Commonwealth

Equity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised real estate investment trust (REIT) with commercial office properties in the United States. EQC’s portfolio is comprised of 4 properties totaling 1.5 million square feet.

Regulation FD Disclosures

We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material. We encourage investors and others interested in the company to monitor these distribution channels for material disclosures.

Investor Contact

Bill Griffiths

(312) 646-2801

Exhibit 99.2