0000803649false00008036492021-06-232021-06-230000803649us-gaap:CommonClassAMember2021-06-232021-06-230000803649us-gaap:SeriesDPreferredStockMember2021-06-232021-06-23





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): June 23, 2021

EQUITY COMMONWEALTH
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)
1-931704-6558834
(Commission File Number)(IRS Employer Identification No.)
Two North Riverside Plaza, Suite 2100ChicagoIL

60606
(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:

    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 Exchange Act:
Title Of Each ClassTrading SymbolName of Each Exchange On Which Registered
Common Shares of Beneficial InterestEQCNew York Stock Exchange
6.50% Series D Cumulative Convertible Preferred Shares of Beneficial InterestEQCpDNew 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).
 
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 June 23, 2021, Equity Commonwealth (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected 8 trustees to the Board of Trustees of the Company (the “Board”) to serve until the Company’s 2022 annual meeting of shareholders, (ii) approved, on a non-binding advisory basis, the compensation of the named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposals are described in the Company’s Proxy Statement. The final voting results for each proposal are set forth below.
Proposal 1: Election of Trustees
 
At the Annual Meeting, shareholders elected 8 trustees to the Board to serve until the 2022 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The table below sets forth the voting results for each trustee nominee:
NomineeVotes ForVotes WithheldBroker Non-Votes
Sam Zell92,011,444 13,177,760 6,583,816 
Ellen-Blair Chube104,235,424 953,780 6,583,816 
Martin L. Edelman102,915,657 2,273,547 6,583,816 
David A. Helfand104,115,085 1,074,119 6,583,816 
Peter Linneman98,686,707 6,502,497 6,583,816 
Mary Jane Robertson104,127,779 1,061,425 6,583,816 
Gerald A. Spector102,798,816 2,390,388 6,583,816 
James A. Star102,389,862 2,799,342 6,583,816 

Proposal 2: Advisory Vote on Executive Compensation
 
At the Annual Meeting, the Company’s shareholders voted affirmatively on a non-binding resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
90,638,61114,272,938277,6556,583,816

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
 
At the Annual Meeting, the Company’s shareholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The table below sets forth the voting results for this proposal:
Votes ForVotes AgainstAbstentions
109,070,0742,453,362249,584

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: June 24, 2021