0000950123-11-065245.txt : 20110712 0000950123-11-065245.hdr.sgml : 20110712 20110712171957 ACCESSION NUMBER: 0000950123-11-065245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110712 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110712 DATE AS OF CHANGE: 20110712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 11964478 BUSINESS ADDRESS: STREET 1: EQUITY RESIDENTIAL STREET 2: TWO NORTH RIVERSIDE PLAZA, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129281178 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST DATE OF NAME CHANGE: 19930524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ERP OPERATING LTD PARTNERSHIP CENTRAL INDEX KEY: 0000931182 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363894853 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24920 FILM NUMBER: 11964477 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124741300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 c65447e8vk.htm FORM 8-K e8vk
 
 
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): July 12, 2011
 
EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)
         
Maryland
(State or other jurisdiction
of incorporation or organization) 		  1-12252
(Commission File Number) 		  13-3675988
(I.R.S. Employer
Identification Number)
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
         
Illinois
(State or other jurisdiction
of incorporation or organization) 		  0-24920
(Commission File Number) 		  36-3894853
(I.R.S. Employer
Identification Number)
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
(Address of principal executive offices)
Registrant’s telephone number: (312) 474-1300
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)   On July 12, 2011, Mary Kay Haben was appointed as a Trustee of Equity Residential (the “Company”). In connection with Ms. Haben’s appointment, the size of the Company’s Board of Trustees was increased from 10 to 11. Ms. Haben was also appointed to serve on the Audit Committee effective as of such date. The Company has determined that Ms. Haben is independent of the Company and its management within the meaning of the New York Stock Exchange listing standards.
 
    As a non-employee Trustee, Ms. Haben will receive an annual cash retainer of $55,000, an annual retainer of $87,500 paid in a combination of share options and restricted shares, and an additional $7,000 annual cash retainer for her service on the Audit Committee, with all such amounts prorated from the date of her appointment to the date of the Company’s 2012 Annual Meeting of Shareholders. The Company entered into an Indemnification Agreement with Ms. Haben in substantially the same form that the Company has entered into with its other trustees and executive officers. The form of the Indemnification Agreement was filed as Exhibit 10.18 to the Company’s Form 10-K for the year ended December 31, 2003, filed with the SEC on March 12, 2004.

 

 

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 RESIDENTIAL
 		  
Date: July 12, 2011  By:   /S/ Bruce C. Strohm    
    Bruce C. Strohm   
    Executive Vice President and General Counsel   
 
  ERP OPERATING LIMITED PARTNERSHIP
 		  
  By:   Equity Residential, its general partner    
     
Date: July 12, 2011  By:   /S/ Bruce C. Strohm    
    Bruce C. Strohm   
    Executive Vice President and General Counsel