Summary
Equity Residential (EQR) filed an 8-K on October 1, 2015, to announce amendments to its Bylaws. The primary change is the adoption of a proxy access provision, which was implemented following discussions with significant shareholders and in response to a shareholder proposal that received majority support at the June 2015 Annual Meeting. This provision allows eligible shareholders to nominate directors to the company's Board of Trustees. The new proxy access bylaw permits a shareholder, or a group of up to 20 shareholders, who have continuously owned at least 3% of the company's common shares for a minimum of three years, to include their trustee nominations in EQR's annual meeting proxy materials. These nominations can represent up to 20% of the Board's seats. The filing also notes that other technical and conforming changes were made to various sections of the Bylaws. Investors should note that full details of eligibility, procedural, and disclosure requirements are contained within the full text of the amended Bylaws.
Key Highlights
- 1Equity Residential adopted a proxy access bylaw provision on October 1, 2015.
- 2The proxy access provision was implemented after engagement with large shareholders and a majority-supported shareholder proposal.
- 3Eligible shareholders owning 3% or more of outstanding common shares for at least 3 years can nominate directors.
- 4Shareholders can nominate up to 20% of the Board of Trustees seats through proxy access.
- 5The amendment allows for a group of up to 20 shareholders to aggregate their holdings to meet the 3% ownership threshold.
- 6The filing includes Exhibit 3.1, the Eighth Amended & Restated Bylaws, effective October 1, 2015, detailing the full provisions.