8-KLeadership ChangesExhibits & Filings

EQUITY RESIDENTIAL 8-K Report, Executive Changes (Jul 24, 2025)

Filed July 24, 2025For Securities:EQR

Summary

Equity Residential (EQR) has announced the appointment of Chris Carr as a new Trustee to its Board, effective July 24, 2025. This appointment increases the size of the Board from 10 to 11 members. Mr. Carr's addition is expected to bring valuable expertise to the company's governance and oversight, as he will serve on both the Audit Committee and the Corporate Governance Committee. Mr. Carr has been determined to be independent according to New York Stock Exchange listing standards, a key factor for robust board oversight. His compensation structure as a non-employee Trustee includes an annual cash retainer, a significant portion paid in restricted shares/units, and additional retainers for his committee roles. This compensation aligns with standard practices for board members and reflects the value placed on his contributions. The company has also entered into a standard Indemnification Agreement with Mr. Carr, providing customary protections.

Key Highlights

  • 1Chris Carr appointed as a new independent Trustee to the Equity Residential Board.
  • 2Board size increased from 10 to 11 Trustees.
  • 3Mr. Carr appointed to the Audit Committee and Corporate Governance Committee.
  • 4Annual compensation for Mr. Carr includes a $90,000 cash retainer and $210,000 in restricted shares/units.
  • 5Additional retainers of $17,500 for Audit Committee and $12,500 for Corporate Governance Committee service.
  • 6Mr. Carr's appointment is considered independent under NYSE listing standards.
  • 7A press release announcing the appointment is attached as Exhibit 99.1.

Frequently Asked Questions

Chris Carr has been appointed as a new Trustee (Director) to Equity Residential's Board of Trustees. He has also been appointed to serve on the Audit Committee and the Corporate Governance Committee. He is considered independent by NYSE standards.

Mr. Carr's appointment increases the total number of Trustees on the Board from 10 to 11. This expansion allows for the addition of his expertise to key committees.

As a non-employee Trustee, Mr. Carr will receive an annual cash retainer of $90,000, an annual retainer of $210,000 paid in restricted shares/units, an additional $17,500 cash retainer for Audit Committee service, and an additional $12,500 cash retainer for Corporate Governance Committee service. These amounts will be prorated from his appointment date.

No, the filing states that Mr. Carr was not appointed pursuant to any arrangement or understanding with other persons, and there are no transactions requiring disclosure under Item 404(a) of Regulation S-K.