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): April 26, 2005
EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-12252 13-3675988
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (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):
[ ] 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))
Item 1.01. Entry into a Material Definitive Agreement.
On April 25, 2005, Equity Residential (the "Company") entered into a
Second Amendment to the Amended and Restated Compensation Agreement (the "Second
Amendment") with Samuel Zell, age 63, Chairman of the Board of Trustees of the
Company. The Second Amendment increases the age - from 62 to 70 - after which
Mr. Zell may retire from the Board and receive accelerated vesting on the
restricted shares and unvested options awarded to him under his compensation
agreement. On April 25, 2005, the Company also made a conforming change to its
2002 Share Incentive Plan and its predecessor plan (the "Plan Amendment").
Pursuant to the terms of the Company's 2002 Share Incentive Plan (the
"Share Incentive Plan") and Mr. Zell's Amended and Restated Compensation
Agreement dated March 5, 2003 (the "Compensation Agreement"), if Mr. Zell
retired, he would be entitled to accelerated vesting on all restricted shares
and options awarded pursuant to his Compensation Agreement. Mr. Zell has no
present intention of resigning from the Board, but recognizes that the
retirement age specified in his Compensation Agreement may appear to diminish
his financial incentives for continued service on the Company's Board.
Accordingly, the Company and Mr. Zell have amended the Compensation
Agreement and the Company has amended the Share Incentive Plan to increase the
age from 62 to 70 after which he may voluntarily resign and receive accelerated
vesting of his restricted shares and unvested options.
Item 2.02. Results of Operations and Financial Condition.
On April 26, 2005, Equity Residential issued a press release announcing
its results of operations and financial condition as of March 31, 2005 and for
the quarter then ended. The press release is attached hereto as Exhibit 99.1.
The information contained in this Section 2.02, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" with the Securities and Exchange
Commission nor incorporated by reference in any registration statement filed by
Equity Residential under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Exhibit
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99.1 Press Release dated April 26, 2005, announcing the results of
operations and financial condition of Equity Residential as of
March 31, 2005 and for the quarter then ended.
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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: April 26, 2005 By: /s/ Mark L. Wetzel
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Name: Mark L. Wetzel
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Its: Senior Vice President and Chief Accounting Officer
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Date: April 26, 2005 By: /s/ Bruce C. Strohm
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Name: Bruce C. Strohm
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Its: Executive Vice President, General Counsel and
Secretary
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