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): June 15, 2016
EQUITY COMMONWEALTH
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
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1-9317 |
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04-6558834 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Two North Riverside Plaza,
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60606 |
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(Address of Principal Executive Offices) |
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 15, 2016, Equity Commonwealth (the “Company”) held its 2016 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected 11 trustees to the Board of Trustees of the Company (the “Board”) for one-year terms, (ii) approved, on a non-binding advisory basis, the compensation of the named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The proposals are described in the Company’s Proxy Statement. The final voting results for each proposal are set forth below.
Proposal 1: Election of Trustees
At the Annual Meeting, shareholders elected eleven trustees to the Board to serve until the 2017 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The table below sets forth the voting results for each trustee nominee:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Sam Zell |
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94,440,509 |
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5,774,172 |
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11,813,219 |
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James S. Corl |
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99,593,582 |
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621,099 |
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11,813,219 |
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Martin L. Edelman |
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98,404,879 |
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1,809,802 |
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11,813,219 |
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Edward A. Glickman |
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97,777,857 |
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2,436,824 |
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11,813,219 |
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David Helfand |
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97,788,673 |
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2,426,008 |
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11,813,219 |
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Peter Linneman |
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84,742,800 |
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15,471,881 |
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11,813,219 |
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James L. Lozier, Jr. |
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99,495,644 |
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719,037 |
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11,813,219 |
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Mary Jane Robertson |
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99,598,634 |
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616,047 |
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11,813,219 |
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Kenneth Shea |
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97,685,967 |
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2,528,714 |
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11,813,219 |
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Gerald A. Spector |
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99,500,448 |
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714,233 |
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11,813,219 |
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James A. Star |
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97,784,294 |
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2,430,387 |
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11,813,219 |
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Proposal 2: Advisory Vote on Executive Compensation
At the Annual Meeting, the Company’s shareholders voted affirmatively on a non-binding resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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95,391,870 |
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3,894,325 |
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928,486 |
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11,813,219 |
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Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s shareholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The table below sets forth the voting results for this proposal:
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Votes For |
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Votes Against |
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Abstentions |
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110,671,855 |
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546,221 |
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809,824 |
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Item 8.01. Other Events.
Annual Trustee Compensation
On June 15, 2016, the Compensation Committee of the Board approved the grant of restricted common shares of the Company to each independent Trustee of the Company pursuant to the Company’s annual compensation plan for independent Trustees. The restricted common shares were awarded pursuant to a new form of Restricted Stock Agreement to be used for grants of restricted common shares to independent members of the Board (the “Trustee Form Restricted Stock Agreement”) under the Equity Commonwealth 2015 Equity Incentive Plan. The Trustee Form Restricted Stock Agreement provides the grantee with an amount of restricted common shares based on a time-based vesting formula.
The foregoing description of the Trustee Form Restricted Stock Agreement is not intended to be complete and is subject to and qualified in its entirety by reference to the Trustee Form Restricted Stock Agreement, which is attached hereto as Exhibit 10.1 and is incorporated in this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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10.1 |
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Form of Restricted Stock Agreement for Trustees under Equity Commonwealth 2015 Equity Incentive Plan |
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.
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EQUITY COMMONWEALTH |
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By: |
/s/ Orrin S. Shifrin |
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Name: |
Orrin S. Shifrin |
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Title: |
Executive Vice President, General Counsel and Secretary |
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Date: June 15, 2016 |
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Exhibit 10.1
EQUITY COMMONWEALTH
RESTRICTED STOCK AGREEMENT FOR TRUSTEES
This Restricted Stock Agreement (this “Agreement”) is made effective as of «DATE», between the recipient set forth on the Schedule to Restricted Stock Agreement attached hereto (the “Recipient”) and Equity Commonwealth (the “Company”).
In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Grant of Shares . Subject to the terms and conditions hereinafter set forth and the terms and conditions of the Equity Commonwealth 2015 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), the Company hereby grants to the Recipient, effective as of the date of this Agreement (the “Grant Date”), the number of shares of Stock set forth on the Schedule to Restricted Stock Agreement attached hereto. The shares of Stock so granted are hereinafter referred to as the “Shares,” which term shall also include any shares of Stock issued to the Recipient by virtue of his or her ownership of the Shares, by stock dividend, stock split, recapitalization or otherwise. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.
2. Vesting; Forfeiture .
(a) Subject to Sections 2(b) and 2(c) hereof, the Shares shall vest on the first anniversary of the Grant Date. Any Shares not vested as of any date are herein referred to as “Unvested Shares.”
(b) Subject to Section 2(c) hereof, in the event the Recipient ceases to render services to the Company, whether as a Trustee or otherwise, all Unvested Shares shall be forfeited by the Recipient as of the date the Recipient ceases to render such services.
(c) Notwithstanding anything in this Agreement to the contrary, immediately upon the occurrence of a Change in Control or the death of the Recipient, all of the Unvested Shares shall vest and any forfeiture rights of the Company described in Section 2(b) shall lapse in their entirety.
3. Transferability of Shares . Prior to the Shares becoming vested as set forth in Section 2 hereof, the Shares may not be transferred, pledged, assigned, or otherwise disposed of, except (i) by will or the laws of descent and distribution or (ii) the Recipient may transfer all or part of the shares of Restricted Stock to any Family Member under the terms set forth in Section 10.9 of the Plan, including the requirement that any such transfer be “not for value” (as such term is defined in Section 10.9 of the Plan). Following any such transfer to a Family Member, the provisions of Section 2 hereof relating to termination of service shall continue to be applied with respect to the original Recipient of the shares of Restricted Stock. Notwithstanding any transfer made by the Recipient pursuant to this Section 3, the Recipient (or the Recipient’s beneficiary or estate, as applicable) shall be responsible for all income and other taxes associated with the Shares.
4. Legends . Share certificates, if any, evidencing the Shares shall prominently bear legends in substantially the following terms:
“THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN EQUITY COMPENSATION PLAN MAINTAINED BY THE TRUST. THESE SHARES MAY BE SUBJECT TO TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES ARE SUBJECT TO FORFEITURE CONDITIONS CONTAINED IN THE PLAN, THE RELATED GRANT OF SHARES OR AN AGREEMENT BETWEEN THE TRUST AND THE INITIAL HOLDER OF THESE SHARES. A COPY OF APPLICABLE RESTRICTIONS AND FORFEITURE CONDITIONS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE TRUST.”
In the event that the Shares are not evidenced by share certificates, the share books and records of the Company shall contain a notation in substantially the following terms:
“THE SHARES COVERED BY THIS STATEMENT WERE ISSUED PURSUANT TO AN EQUITY COMPENSATION PLAN MAINTAINED BY THE TRUST. THESE SHARES MAY BE SUBJECT TO TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES ARE SUBJECT TO FORFEITURE CONDITIONS CONTAINED IN THE PLAN, THE RELATED GRANT OF SHARES OR AN AGREEMENT BETWEEN THE TRUST AND THE INITIAL HOLDER OF THESE SHARES. A COPY OF APPLICABLE RESTRICTIONS AND FORFEITURE CONDITIONS WILL BE FURNISHED TO THE HOLDER OF THE SHARES COVERED BY THIS STATEMENT WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE TRUST.”
Certificates evidencing Shares and Shares not evidenced by certificates shall also bear or contain, as applicable, legends and notations as may be required by the Plan or the Company’s declaration of trust, any applicable supplement thereto or bylaws, each as in effect from time to time, or as the Company may otherwise determine appropriate.
Promptly following the request of the Recipient with respect to any Shares (or any other shares of Stock previously granted to the Recipient) which have become vested, the Company shall take, at its sole cost and expense, all such actions as may be required to permit the Recipient to resell such shares including, without limitation, providing to the Company’s transfer agent certificates of officers of the Company, and opinions of counsel, and taking all such other actions as may be required to remove the legends set forth above with respect to transfer and vesting restrictions from the certificates evidencing such shares and, if applicable, from the share books and records of the Company.
5. Tax Withholding . To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes incurred by the Recipient by reason of a grant of Shares, and the Recipient agrees that he or she shall upon request of the Company pay to the Company an amount sufficient to satisfy its tax withholding obligations from time to time (including as Shares become vested) as the Company may request.
6. Miscellaneous .
(a) Amendments . Neither this Agreement nor any provision hereof may be changed or modified except by an agreement in writing executed by the Recipient and the Company; provided, however, that any change or modification that does not adversely affect the rights hereunder of the Recipient, as they may exist immediately prior to the effective date of such change or modification, may be adopted by the Company without an agreement in writing executed by the Recipient, and the Company shall give the Recipient written notice of such change or modification reasonably promptly following the adoption of such change or modification.
(b) Binding Effect of the Agreement . This Agreement shall inure to the benefit of, and be binding upon, the Company, the Recipient and their respective estates, heirs, executors, transferees, successors, assigns and legal representatives.
(c) Provisions Separable . In the event that any of the terms of this Agreement shall be or become or is declared to be illegal or unenforceable by any court or other authority of competent jurisdiction, such terms shall be null and void and shall be deemed deleted from this Agreement, and all the remaining terms of this Agreement shall remain in full force and effect.
(d) Notices . Any notice in connection with this Agreement shall be deemed to have been properly delivered if it is in writing and is delivered by hand or by facsimile or sent by registered certified mail, postage prepaid, to the party addressed as follows, unless another address has been substituted by notice so given:
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To the Recipient: |
To the Recipient’s address as set forth on the signature page hereof. |
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To the Company: |
Equity Commonwealth |
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Two North Riverside Plaza, Suite 600 |
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Chicago, IL 60606 |
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Attn: Secretary |
(e) Construction . The headings and subheadings of this Agreement have been inserted for convenience only, and shall not affect the construction of the provisions hereof. All references to sections of this Agreement shall be deemed to refer as well to all subsections which form a part of such section.
(f) No Right to Continued Service . This Agreement shall not be construed as an agreement by the Company or any Affiliate to retain in any position, as a Trustee or otherwise, the Recipient, nor is the Company or any Affiliate obligated to continue retaining in any position, as a Trustee or otherwise, the Recipient by reason of this Agreement or the grant of Shares to the Recipient hereunder.
(g) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
(h) Applicable Law . This Agreement shall be construed and enforced in accordance with the laws of the State of Maryland.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused this Agreement to be executed under seal, as of the date first above written.
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EQUITY COMMONWEALTH |
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By: |
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Title: |
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RECIPIENT |
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Signature: |
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Printed Name: |
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Address: |
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