8-KCorporate ChangesExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Bylaw Amendment (Feb 27, 2017)

Filed February 27, 2017For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) filed an 8-K on February 27, 2017, announcing significant amendments to its bylaws, effective February 21, 2017. The most impactful change for investors is the introduction of a proxy access provision, allowing qualifying stockholders to nominate directors for inclusion in the company's proxy materials. This provision requires a group of up to 20 stockholders to collectively own at least 3% of the company's outstanding common stock continuously for a minimum of three years.

Key Highlights

  • 1Bylaws amended and restated, effective February 21, 2017.
  • 2New proxy access provision allows certain stockholders to nominate directors.
  • 3Stockholder group eligibility for proxy access requires owning at least 3% of common stock.
  • 4Minimum continuous ownership for proxy access is three years.
  • 5Eligible stockholder groups can nominate up to 20% of the Board or two individuals, whichever is greater.
  • 6Proxy access is subject to additional eligibility, procedural, and disclosure requirements.
  • 7Advance notice provisions were updated to align with new proxy access rules.

Frequently Asked Questions

The primary change is the introduction of a 'proxy access' provision. This allows a qualified group of stockholders to nominate their own director candidates and have those nominations included in Essex Property Trust's official proxy materials for annual meetings.

Stockholders must form a group of up to 20 individuals. This group must collectively own at least 3% of the company's outstanding common stock. Furthermore, this ownership stake must be maintained continuously for at least three years prior to the nomination.

An eligible stockholder group can nominate director candidates representing up to the greater of two individuals or 20% of the total number of directors on the Board. The number of directors is rounded down if 20% results in a fraction.

Yes, the proxy access right is subject to further eligibility, procedural, and disclosure requirements detailed within Section 2.13 of the Sixth Amended and Restated Bylaws.