8-KShareholder MattersOther EventsExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Shareholder Vote Results (Mar 28, 2014)

Filed March 28, 2014For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) filed an 8-K on March 28, 2014, to report the results of a special meeting of its stockholders held on the same day. The primary outcome of this meeting was the overwhelming approval by ESS stockholders of the issuance of Essex common stock in connection with the previously announced Agreement and Plan of Merger with BRE Properties, Inc. (BRE). This approval is a crucial step forward for the proposed merger between Essex and BRE, indicating strong shareholder support for the transaction. The filing also includes a press release announcing these results and incorporates forward-looking statements regarding the anticipated benefits and risks associated with the merger.

Key Highlights

  • 1Stockholders overwhelmingly approved the issuance of Essex common stock for the merger with BRE Properties, Inc.
  • 2The merger agreement with BRE Properties, Inc. was dated December 19, 2013.
  • 3The vote signifies strong shareholder confidence in the strategic combination of Essex and BRE.
  • 4The filing confirms the successful completion of a key shareholder vote required for the merger.
  • 5A press release announcing the meeting results was issued on March 28, 2014, and is included as an exhibit.
  • 6The filing contains forward-looking statements detailing potential benefits and risks of the merger, including economic conditions and market demand for rental apartments.

Frequently Asked Questions

The main purpose of the special meeting was for Essex Property Trust, Inc. stockholders to vote on the approval of the issuance of Essex common stock in connection with the proposed merger with BRE Properties, Inc.

Yes, Essex stockholders overwhelmingly approved the issuance of Essex common stock required for the merger with BRE Properties, Inc. The vote was heavily in favor of the proposal.

The filing highlights several risks, including national, regional, and local economic climates, changes in financial markets and interest rates, shifts in market demand for rental apartment homes, risks associated with acquisitions, maintaining REIT status, availability of financing, achieving expected synergies, and the ability to consummate the merger on the described terms and timing.

The Agreement and Plan of Merger between Essex, BRE, and BEX Portfolio, Inc. was dated December 19, 2013.