Summary
Essex Property Trust, Inc. (ESS) filed an 8-K on May 20, 2011, reporting on the outcomes of its Annual Meeting of Stockholders held on May 17, 2011. Key decisions included the election of Class II Directors, ratification of KPMG, LLP as the independent registered public accounting firm for 2011, and advisory votes on executive compensation and its frequency. The meeting involved a significant number of outstanding shares, providing a clear mandate on the matters presented to shareholders.
Key Highlights
- 1The company's shareholders overwhelmingly elected the three Class II Directors to serve until the 2014 Annual Meeting of Stockholders, indicating strong confidence in the current board.
- 2KPMG, LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2011, with a substantial majority of votes in favor.
- 3An advisory vote on the approval of executive compensation was passed, although a notable portion of shareholders voted against it.
- 4The advisory vote on the frequency of future executive compensation votes overwhelmingly favored a '1-Year' frequency, suggesting a preference for annual advisory votes.
- 5There were 32,207,932 shares outstanding and entitled to vote as of the record date of February 28, 2011.
- 6Broker non-votes were a factor in the voting, particularly concerning the election of directors and the advisory votes.
Frequently Asked Questions
The main outcomes included the election of three Class II Directors, the ratification of KPMG, LLP as the independent auditor, an advisory vote approving executive compensation, and an advisory vote setting the frequency of executive compensation votes to annually.
The advisory vote on the approval of executive compensation was passed, with 25,845,861 votes for, 1,685,690 votes against, and 116,979 abstentions. While approved, the significant number of 'against' votes is worth noting.
Shareholders overwhelmingly favored a '1-Year' frequency for the advisory vote on executive compensation, with 24,209,484 votes in favor of this frequency. This indicates a preference for annual shareholder input on executive pay.
While most matters passed with strong support, there was a notable number of 'against' votes on the executive compensation disclosure. Broker non-votes were also present, particularly in the election of directors and advisory votes, meaning some shares were not voted by the broker.