Form 8-K

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 20, 2015 (May 19, 2015)
 
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 of Incorporation)
 
(I.R.S. Employer Identification No.)
 
925 East Meadow Drive, Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
 
(650) 494-3700
(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:
 
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 5.07
Submission of Matters to a Vote of Security Holders
 
On May 19, 2015, the Company held its Annual Meeting of Stockholders, at which the stockholders:
 
1.            Elected the following nominees to serve as directors until the 2015 annual meeting or until their successors are elected and qualified: David W. Brady, Keith R. Guericke, Irving F. Lyons, III, George M. Marcus, Gary P. Martin, Issie N. Rabinovitch, Thomas E. Randlett, Thomas E. Robinson, Michael J. Schall, Byron A. Scordelis, Janice L. Sears, Thomas P. Sullivan, and Claude J. Zinngrabe, Jr.
 
2.            Ratified the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2015.
 
3.            Cast an advisory vote approving the Company's executive compensation disclosed in the proxy statement.
 
As of the record date of February 27, 2015, for the Annual Meeting of Stockholders, there were 65,125,493 shares outstanding and entitled to vote.

(i)
The results of the voting for the directors were as follows:

 
Affirmative
Withheld
David W. Brady
54,085,894
2,385,063
Keith R. Guericke
55,668,357
802,600
Irving F. Lyons, III
56,074,818
396,139
George M. Marcus
55,494,033
976,924
Gary P. Martin
52,267,299
4,203,658
Issie N. Rabinovitch
52,972,041
3,498,916
Thomas E. Randlett
54,102,528
2,368,429
Thomas E. Robinson
55,720,483
750,474
Michael J. Schall
55,829,667
641,290
Byron A. Scordelis
56,028,762
442,195
Janice L. Sears
55,720,322
750,635
Thomas P. Sullivan
55,720,711
750,246
Claude J. Zinngrabe, Jr.
56,083,804
387,153
 There were 3,583,185 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 2015 were as follows:

For
 
Against
 
Abstentions
 
Broker Non-Votes
59,580,281
 
397,684
 
76,177
 
0
 




(iii)
The results of the advisory vote to approve executive compensation were as follows:

For
 
Against
 
Abstentions
 
Broker Non-Votes
55,362,765
 
1,015,955
 
92,237
 
3,583,185
 





























SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:  May 20, 2015
 
 
 
 
 
 
ESSEX PROPERTY TRUST, INC.
 
 
 
 
/s/ Michael T. Dance
 
 Name:
Michael T. Dance
 
 Title:
Executive Vice President &
 
 
Chief Financial Officer
 
 
 
 
ESSEX PORTFOLIO, L.P.
 
 
 
 
By:
Essex Property Trust, Inc.,
 
 
 its General Partner
 
 
 
/s/ Michael T. Dance
 
 Name:
Michael T. Dance
 
 Title:
Executive Vice President &
 
 
Chief Financial Officer