8-KLeadership Changes

EQUITY RESIDENTIAL 8-K Report, Executive Changes (Jan 26, 2010)

Filed January 26, 2010For Securities:EQR

Summary

This Form 8-K filing by Equity Residential (EQR) reports a key change in its corporate governance structure. Effective January 26, 2010, the company has appointed Mark Shapiro as a new Trustee to its Board of Trustees. This appointment increases the size of the board from 10 to 11 members. Mr. Shapiro has also been assigned to the Audit Committee and has been deemed independent by the NYSE listing standards. Investors should note that Mr. Shapiro will receive compensation consistent with other non-employee trustees, as previously detailed in the company's proxy statement. The company has also entered into a standard indemnification agreement with Mr. Shapiro, aligning with agreements made with other board members and officers. This move signals a reinforcement of the board's oversight capabilities, particularly with the addition of a member to the crucial Audit Committee.

Key Highlights

  • 1Equity Residential appointed Mark Shapiro as a new Trustee to its Board, effective January 26, 2010.
  • 2The size of the Board of Trustees has increased from 10 to 11 members.
  • 3Mark Shapiro has been appointed to serve on the Audit Committee.
  • 4Mr. Shapiro has been determined to be independent under NYSE listing standards.
  • 5As a non-employee Trustee, Mr. Shapiro will receive standard compensation for independent trustees.
  • 6An indemnification agreement, consistent with those for other trustees and officers, has been entered into with Mr. Shapiro.

Frequently Asked Questions

Mark Shapiro's appointment as a Trustee and member of the Audit Committee strengthens the board's oversight and governance. His independence is a key factor, ensuring objective decision-making, especially in financial matters reviewed by the Audit Committee.

Mr. Shapiro will receive compensation identical to that of other non-employee Trustees. Details of this compensation are available in Equity Residential's Proxy Statement filed on April 16, 2009.

For Mr. Shapiro to be considered 'independent' by the New York Stock Exchange (NYSE) standards means he has no material relationship with Equity Residential, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company. This ensures he can exercise objective judgment without conflicts of interest.

Yes, Equity Residential has entered into an Indemnification Agreement with Mr. Shapiro. This is a standard agreement, in the same form provided to other trustees and executive officers, which protects them from personal liability in certain situations related to their service to the company.