Equity Commonwealth filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$EQC
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 12, 2024
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
(312 ) 646-2800
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Securities registered pursuant to Section 12(b) of the Exchange Act: | ||||||||||||||
| Title Of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 12, 2024, Equity Commonwealth (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders (i) approved the Plan of Sale and Dissolution of the Company (the “Plan of Sale”), including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity, as defined in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 2, 2024 (the “Definitive Proxy”), and (ii) approved, on a non-binding advisory basis, the compensation that may become payable by the Company to its named executive officers in connection with the Plan of Sale. The proposals are described in the Company’s Definitive Proxy. The final voting results for each proposal are set forth below.
Proposal 1: The Plan of Sale Proposal
At the Special Meeting, the Company's shareholders approved the Plan of Sale, including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 91,724,435 | 60,683 | 36,249 | ||||||||||||
Proposal 2: Advisory Vote on Executive Compensation Proposal
At the Special Meeting, the Company’s shareholders approved, on an advisory, non-binding basis, the compensation that may become payable by the Company to its named executive officers in connection with the Plan of Sale. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 79,474,894 | 12,216,007 | 130,466 | ||||||||||||
Regulation FD Disclosures
We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material. We encourage investors and others interested in the company to monitor these distribution channels for material disclosures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EQUITY COMMONWEALTH | ||||||||
| By: | /s/ Orrin S. Shifrin | |||||||
| Name: | Orrin S. Shifrin | |||||||
| Title: | Executive Vice President, General | |||||||
| Counsel and Secretary | ||||||||
Date: November 13, 2024