XML 28 R13.htm IDEA: XBRL DOCUMENT v3.23.4
Common Stock and Other Equity Related Transactions
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Common Stock and Other Equity Related Transactions
Increase in Authorized Shares
On April 28, 2020, our stockholders approved an amendment to our charter to increase the number of shares of common stock that we are authorized to issue from 400,000,000 to 600,000,000 shares.
Equity Offering Program
On February 24, 2022, we entered into our current at-the-market (“ATM”) equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our Common Stock, par value $0.01 per share, having an aggregate offering price of up to $500.0 million. Prior to establishing our current ATM program, our prior ATM equity offering program had an aggregate offering price of up to $200.0 million.
The following table presents the shares that were issued under our prior ATM equity offering programs, during the years ended December 31, 2022, 2021 and 2020:
Years Ended December 31,
(amounts in thousands, except share data)
202220212020
Shares of common stock sold328,123 1,660,290 — 
Weighted average price$86.46 $84.48 $— 
Total gross proceeds$28,370 $140,254 $— 
Commissions paid to sales agents$389 $1,816 $— 

There was no ATM activity under the current ATM equity offering program during the year ended December 31, 2022 and as of December 31, 2022, the full capacity of $500.0 million remained available for issuance.
Employee Stock Purchase Plan
On May 10, 2016, we amended and restated the 1997 Non-Qualified Employee Stock Purchase Plan (“ESPP”). Pursuant to the ESPP, certain of our employees and directors may each annually acquire up to $250,000 of our common stock. The common stock may be purchased monthly at a price equal to 85% of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period and (b) the closing price for a share of common stock on the first day of the offering period. Shares of common stock issued through the ESPP for the years ended December 31, 2022, 2021 and 2020, were 37,042, 32,145 and 31,385, respectively. As of December 31, 2022, 674,007 shares remained available to be sold under the ESPP, subject to adjustment by our Board of Directors.
Exchanges
Subject to certain limitations, Common OP Unitholders can request an exchange of any or all of their OP Units for shares of common stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of common stock, cause the Operating Partnership to pay cash.
Common Stock Activity and Distributions
The following table presents the changes in our outstanding common stock (excluding OP Units of 9,265,565, 9,305,651 and 10,479,194 outstanding at December 31, 2022, 2021 and 2020, respectively):
Years Ended December 31,
202220212020
Shares outstanding at January 1,185,640,379 182,230,631 182,089,595 
Common stock issued through the ATM Equity Offering Program and its predecessor328,123 1,660,290 — 
Common stock issued through exchange of OP Units40,086 1,601,266 12,028 
Common stock issued through exercise of options— — — 
Common stock issued through restricted stock grants130,600 162,955 151,104 
Common stock forfeitures(11,881)— — 
Common stock issued through ESPP and Dividend Reinvestment Plan37,660 32,778 32,099 
Common stock repurchased and retired(44,669)(47,541)(54,195)
Shares outstanding at December 31,186,120,298 185,640,379 182,230,631 

During the years ended December 31, 2022, 2021 and 2020, shares of common stock were surrendered to satisfy income tax withholding obligations primarily due to the vesting of restricted stock grants at a weighted average price of $77.22, $61.50 and $73.12 per share, respectively.
As of December 31, 2022, 2021 and 2020, ELS' percentage ownership of the Operating Partnership was approximately 95.3%, 95.2% and 94.6%, respectively. The remaining approximately 4.7%, 4.8% and 5.4% as of December 31, 2022, 2021 and 2020, respectively, was owned by the Common OP Unitholders.
The following regular quarterly distributions have been declared and paid to common stockholders and Common OP Unitholders since January 1, 2020:  
Distribution Amount Per ShareFor the Quarter EndedStockholder Record DatePayment Date
$0.3425March 31, 2020March 27, 2020April 10, 2020
$0.3425June 30, 2020June 26, 2020July 10, 2020
$0.3425September 30, 2020September 25, 2020October 9, 2020
$0.3425December 31, 2020December 24, 2020January 8, 2021
$0.3625March 31, 2021March 26, 2021April 9, 2021
$0.3625June 30, 2021June 25, 2021July 9, 2021
$0.3625September 30, 2021September 24, 2021October 8, 2021
$0.3625December 31, 2021December 31, 2021January 14, 2022
$0.4100March 31, 2022March 25, 2022April 8, 2022
$0.4100June 30, 2022June 24, 2022July 8, 2022
$0.4100September 30, 2022September 30, 2022October 14, 2022
$0.4100December 31, 2022December 30, 2022January 13, 2023