8-KShareholder Matters

ESSEX PROPERTY TRUST, INC. 8-K Report, Shareholder Vote Results (May 17, 2012)

Filed May 17, 2012For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) filed an 8-K on May 17, 2012, reporting on the outcomes of its Annual Meeting of Stockholders held on May 15, 2012. The meeting's primary agenda items included the election of Class III Directors, ratification of KPMG, LLP as the independent auditor, and an advisory vote on executive compensation. All proposed matters, including the election of directors and auditor ratification, received overwhelming support from shareholders. The company's shareholders also provided an advisory vote on executive compensation, which passed by a significant margin, indicating general approval of the disclosed executive pay structure. The filing also details the voting results for "other business," which showed a majority against, suggesting no significant new proposals were approved outside the standard agenda items.

Key Highlights

  • 1The Annual Meeting of Stockholders for Essex Property Trust, Inc. was held on May 15, 2012.
  • 2All three Class III Directors (George M. Marcus, Gary P. Martin, and Michael J. Schall) were overwhelmingly elected to serve until the 2015 Annual Meeting.
  • 3KPMG, LLP was ratified as the company's independent registered public accounting firm for the fiscal year ending December 31, 2012, with strong shareholder approval.
  • 4Shareholders provided an advisory "say-on-pay" vote, approving the disclosed executive compensation with a substantial majority.
  • 5There were 34,809,580 shares outstanding and entitled to vote as of the record date (February 29, 2012).
  • 6Broker non-votes were noted for director elections and the advisory vote on executive compensation, totaling 2,410,864 in each instance.
  • 7The "other business" item transacted at the meeting did not receive majority shareholder support, indicating no new or contentious proposals were approved outside the main agenda.

Frequently Asked Questions

The main agenda items included the election of three Class III Directors, the ratification of KPMG, LLP as the independent registered public accounting firm for 2012, and an advisory vote on the approval of executive compensation as disclosed in the proxy statement. Shareholders also transacted other business as might properly come before the meeting.

Shareholders overwhelmingly elected all three nominated Class III Directors: George M. Marcus, Gary P. Martin, and Michael J. Schall. The affirmative votes for each director significantly exceeded the withheld votes.

Yes, the appointment of KPMG, LLP as Essex Property Trust's independent registered public accounting firm for the year ending December 31, 2012, was ratified by a substantial majority of the shareholders, with very few votes against or abstentions.

The advisory vote on executive compensation received strong support from shareholders, with a significant majority voting in favor, indicating general approval of the company's disclosed executive pay practices.