EQUITY RESIDENTIAL
For the period ended Apr 16, 2024. Filed Apr 16, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2024 · Filed Apr 16, 2024
Contents
Table of Contents
| SUMMARY OF MATTERS FOR SHAREHOLDER VOTING | 1 |
|---|---|
| 2023 HIGHLIGHTS | 2 |
| OUR PURPOSE AND COMMITMENT TO CORPORATE RESPONSIBILITY | 4 |
| Company Purpose | 4 |
| Corporate Responsibility | 4 |
| GOVERNANCE OF THE COMPANY | 14 |
| Corporate Governance Highlights | 14 |
| Board of Trustees | 15 |
| Share Ownership Guidelines | 24 |
| Securities Trading Policy and Prohibition against Hedging and Pledging of Company Equity Securities | 25 |
| Political Contributions Policy | 25 |
| Shareholder Right to Amend Bylaws | 25 |
| Shareholder Engagement | 25 |
| Board Composition and Trustee Nomination Procedures | 26 |
| Biographical Information and Qualifications of Trustees | 30 |
| Biographical Information of Executives | 41 |
| COMMON SHARE OWNERSHIP OF TRUSTEES AND EXECUTIVES | 43 |
| COMMON SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS | 44 |
| COMPENSATION DISCUSSION AND ANALYSIS | 45 |
| Executive Compensation Program | 46 |
| 2023 Performance and Compensation | 50 |
| Final Results of the 2021-2023 LTI Plan – Alignment of Pay and Performance | 63 |
| Benchmarking | 66 |
| Compensation Clawback Policy | 67 |
| COMPENSATION COMMITTEE REPORT | 68 |
| EXECUTIVE COMPENSATION | 69 |
| Summary Compensation Table | 69 |
| Grants of Plan-Based Awards in 2023 | 71 |
| Outstanding Equity Awards at December 31, 2023 | 72 |
| Option Exercises and Shares Vested During 2023 | 73 |
| Pension Benefits | 73 |
| Nonqualified Deferred Compensation | 73 |
| Potential Payments Upon Termination of Employment or Change in Control | 74 |
| CEO Pay Ratio | 78 |
| Pay Versus Performance | 79 |
| TRUSTEE COMPENSATION | 84 |
| AUDIT COMMITTEE REPORT | 87 |
| MATTERS FOR SHAREHOLDER VOTING | 88 |
| Proposal 1 – Election of Trustees | 88 |
| Proposal 2 – Ratification of Selection of the Company's Independent Registered Public Accounting Firm | 90 |
| Proposal 3 – Approval of Executive Compensation | 92 |
| INFORMATION ABOUT THE ANNUAL MEETING | 93 |
| MISCELLANEOUS | 96 |
| SUPPLEMENTAL APPENDIX | 97 |
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PROXY STATEMENT
This Proxy Statement and related proxy materials are being made available to shareholders of Equity Residential (“Equity Residential” or the “Company”) on or about April 18, 2024 in connection with the solicitation by our Board of Trustees (the “Board”) of proxies to be voted at the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 20, 2024 at 8:00 a.m., Central Time. The Annual Meeting will be conducted completely in a virtual meeting format, via live audio webcast. The Annual Meeting can be accessed by shareholders at www.virtualshareholdermeeting.com/EQR2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.