8-KLeadership ChangesCorporate ChangesExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Executive Changes (Feb 22, 2018)

Filed February 22, 2018For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) announced on February 22, 2018, an important update regarding its Board of Directors and corporate governance. The company has expanded its Board to ten directors and appointed Amal M. Johnson as a new independent director, enhancing board diversity. Ms. Johnson brings extensive experience in technology, software, and venture capital, which is expected to be valuable to the company's strategic direction. Furthermore, the company amended its Bylaws to empower stockholders with greater rights regarding bylaw amendments. Specifically, stockholders holding a majority of outstanding shares can now amend the Bylaws through a binding proposal, provided certain conditions are met, reflecting a proactive approach to shareholder engagement and responsiveness to governance feedback.

Key Highlights

  • 1Appointment of Amal M. Johnson as an independent director, increasing the Board size to ten members.
  • 2Ms. Johnson brings significant experience in enterprise software, venture capital, and technology sectors, expected to strengthen the Board's expertise.
  • 3The Board composition now includes eight independent directors out of ten members.
  • 4Amendment to Bylaws granting stockholders enhanced rights to amend company bylaws via binding proposals from majority shareholders.
  • 5This Bylaw change addresses stockholder feedback and aims to improve corporate governance and shareholder rights.
  • 6Ms. Johnson was granted a stock option for 370 shares with a ten-year term, fully vested at grant, subject to transfer restrictions until May 16, 2018.

Frequently Asked Questions

Amal M. Johnson is a seasoned executive with extensive experience in the technology and software industries. She has held leadership roles, including Executive Chairperson and CEO, at various tech companies like Author-it Software Corporation and MarketTools, Inc. Her background also includes significant experience as a general partner at venture capital firms ComVentures L.P. and Lightspeed Venture Partners, focusing on enterprise software and infrastructure. She currently serves on other public company boards including Intuitive Surgical Inc., CalAmp, and Mellanox Technologies, Ltd.

The appointment of Ms. Johnson increases the Board's gender diversity and adds a director with a strong background in technology and venture capital. With her election, eight out of the ten directors are now independent, enhancing the Board's overall independence and adherence to good governance practices.

The company amended its Bylaws to allow stockholders holding a majority of the outstanding shares to amend the Bylaws through a binding proposal. This change, supported by significant shareholder feedback, grants shareholders more direct influence over the company's governance rules, provided the proposed amendments do not impact the procedures for bylaw amendments or director/officer indemnification without Board approval.

Ms. Johnson will be compensated under the company's standard director compensation program. Additionally, she was granted an option to purchase 370 shares of common stock at an exercise price of $225.44 per share (equal to the fair market value on the grant date). This option is fully vested upon grant, has a ten-year term, but shares acquired through exercise are subject to transfer restrictions until May 16, 2018.