UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 12, 2020

ESSEX PROPERTY TRUST, INC.
ESSEX PORTFOLIO, L.P.
(Exact Name of Registrant as Specified in Its Charter)

001-13106 (Essex Property Trust, Inc.)
333-44467-01 (Essex Portfolio, L.P.)
(Commission File Number)

Maryland (Essex Property Trust, Inc.)
 
77-0369576 (Essex Property Trust, Inc.)
California (Essex Portfolio, L.P.)
 
77-0369575 (Essex Portfolio, L.P.)
     
(State or Other Jurisdiction of Incorporation)
 
(I.R.S. Employer Identification No.)

1100 Park Place, Suite 200
San Mateo, CA 94403
 (Address of principal executive offices, including zip code)

(650) 655-7800
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, $.0001 par value (Essex Property Trust, Inc.)
  ESS  
New York Stock Exchange

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):

Essex Property Trust, Inc.
Emerging growth company

Essex Portfolio, L.P.
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.



Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 12, 2020, the Essex Property Trust, Inc. (the “Company”) held its Annual Meeting, at which the Company’s stockholders:
 
1.
Elected the following nominees to serve as directors until the 2021 annual meeting or until their successors are duly elected and qualified: Keith R. Guericke, Maria R. Hawthorne, Amal M. Johnson, Mary Kasaris, Irving F. Lyons, III, George M. Marcus, Thomas E. Robinson, Michael J. Schall, and Byron A. Scordelis.
 
2.
Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
 
3.
Approved, on a non-binding advisory basis, the Company’s named executive officer compensation as disclosed in the Proxy.
 
As of the record date of February 27, 2020, for the Annual Meeting, there were 66,181,373 shares of common stock outstanding and entitled to vote.
 
  (i)
The results of the voting for the directors were as follows:
 
   
Affirmative
   
Withheld
 
Keith R. Guericke
   
56,694,514
     
773,945
 
Maria R. Hawthorne
   
57,378,446
     
90,013
 
Amal M. Johnson
   
56,667,385
     
801,074
 
Mary Kasaris
   
57,206,521
     
261,938
 
Irving F. Lyons, III
   
56,818,588
     
649,871
 
George M. Marcus
   
55,526,715
     
1,941,744
 
Thomas E. Robinson
   
56,491,336
     
977,123
 
Michael J. Schall
   
57,322,618
     
145,841
 
Byron A. Scordelis
   
57,379,618
     
88,841
 
 
There were 2,035,710 broker non-votes with respect to the election of the Company’s directors.
 
(ii)
The results of the voting for the ratification of KPMG LLP as the Company’s registered public accounting firm for the year ending December 31, 2020 were as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
56,964,972
 
2,518,864
 
20,333
 
0
 
(iii)
The results of the advisory vote to approve named executive officer compensation as disclosed in the Proxy were as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
55,074,655
 
2,338,198
 
55,606
 
2,035,710

2

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
Date: May 14, 2020
   
 
Essex Property Trust, Inc.
     
 
/s/ Anne Morrison
 
Name:
 Anne Morrison
 
Title:
Senior Vice President, General Counsel and Secretary
     
 
Essex Portfolio, L.P.
     
 
By: Essex Property Trust, Inc.,
its General Partner
     
 
/s/ Anne Morrison
 
Name:
Anne Morrison
 
Title:
Senior Vice President, General Counsel and Secretary


3

v3.20.1
Document and Entity Information
May 12, 2020
Entity Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 12, 2020
Entity Registrant Name ESSEX PROPERTY TRUST, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-13106
Entity Tax Identification Number 77-0369576
Entity Address, Address Line One 1100 Park Place
Entity Address, Address Line Two Suite 200
Entity Address, City or Town San Mateo
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94403
City Area Code 650
Local Phone Number 655-7800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000920522
Title of 12(b) Security Common Stock, $.0001 par value (Essex Property Trust, Inc.)
Trading Symbol ESS
Security Exchange Name NYSE
ESSEX PORTFOLIO, L.P. [Member]  
Entity Information [Line Items]  
Entity Registrant Name ESSEX PORTFOLIO, L.P.
Entity Incorporation, State or Country Code CA
Entity File Number 333-44467-01
Entity Tax Identification Number 77-0369575
Entity Address, Address Line One 777 CALIFORNIA AVENUE
Entity Address, City or Town PALO ALTO
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94304
City Area Code 415
Local Phone Number 494-3700
Entity Emerging Growth Company false
Entity Central Index Key 0001053059