On September 19, 2024, the Board of Trustees of Equity Residential (the “Company”) amended and restated the Company’s bylaws (as so amended and restated, the “Ninth Amended and Restated Bylaws”), effective as of such date. Among other things, the amendments effected by the Ninth Amended and Restated Bylaws:
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Enhance the procedural mechanics and disclosure requirements for shareholder nominations of trustees and proposals of business for consideration at meetings of shareholders to promote consistency with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the universal proxy rules;
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Add a requirement that any shareholder providing notice of a trustee nomination make a representation as to whether such shareholder intends to comply with Rule 14a-19 promulgated under the Exchange Act, including applicable notice and solicitation requirements, and a requirement that any shareholder providing notice of a trustee nomination or proposed business deliver reasonable evidence that it has complied with the requirements of Rule 14a-19 promulgated under the Exchange Act;
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Require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white;
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Confirm that if a shareholder fails to comply with any applicable requirements of the Exchange Act, including, but not limited to, Rule 14a-19 promulgated thereunder, such shareholder’s proposed nomination or proposed business shall be deemed to have not been made in compliance with the Company's bylaws and shall be disregarded; and
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Update the majority vote terminology for uncontested trustee elections from "withhold" to "against" so that a trustee elected by a "majority of the votes cast" now means that the number of votes affirmatively cast "for" a trustee's election exceeds the number of votes affirmatively cast "against" that trustee's election.
The Ninth Amended and Restated Bylaws also include certain technical, conforming and clarifying changes, including incorporating prior amendments to the Company's existing Bylaws.
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