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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Sam Zell
|
|
92,011,444
|
|
|
13,177,760
|
|
|
6,583,816
|
|
Ellen-Blair Chube
|
|
104,235,424
|
|
|
953,780
|
|
|
6,583,816
|
|
Martin L. Edelman
|
|
102,915,657
|
|
|
2,273,547
|
|
|
6,583,816
|
|
David A. Helfand
|
|
104,115,085
|
|
|
1,074,119
|
|
|
6,583,816
|
|
Peter Linneman
|
|
98,686,707
|
|
|
6,502,497
|
|
|
6,583,816
|
|
Mary Jane Robertson
|
|
104,127,779
|
|
|
1,061,425
|
|
|
6,583,816
|
|
Gerald A. Spector
|
|
102,798,816
|
|
|
2,390,388
|
|
|
6,583,816
|
|
James A. Star
|
|
102,389,862
|
|
|
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 For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
90,638,611
|
|
14,272,938
|
|
277,655
|
|
6,583,816
|
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 For
|
|
Votes Against
|
|
Abstentions
|
109,070,074
|
|
2,453,362
|
|
249,584
|
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.