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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 13, 2025

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
  
77-0369576
(Essex Property Trust, Inc.)
  
(Essex Property Trust, Inc.)
California
  
77-0369575
(Essex Portfolio, L.P.)
  
(Essex Portfolio, L.P.)
(State or Other Jurisdiction of Incorporation)
  
(I.R.S. Employer Identification No.)

1100 Park Place, Suite 200  

San Mateo, CA
  
94403
 (Address of principal executive offices)
  
(Zip Code)

(650) 655-7800
(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:

☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.0001 par value (Essex Property Trust, Inc.)
  
ESS
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Essex Property Trust, Inc.
Emerging growth company
☐
Essex Portfolio, L.P.
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 13, 2025, Essex Property Trust, Inc. (the “Company”) held its Annual Meeting, at which the Company’s stockholders:
 
1.
Elected the following nominees to serve as directors until the 2026 annual meeting or until their successors are duly elected and qualified: John V. Arabia, Keith R. Guericke, Anne B. Gust, Maria R. Hawthorne, Amal M. Johnson, Mary Kasaris, Angela L. Kleiman, Irving F. Lyons, III, and George M. Marcus.
 
2.
Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
 
3.
Approved, on a non-binding advisory basis, the Company's named executive officer compensation as disclosed in the Proxy.

As of the record date of February 28, 2025, for the Annual Meeting, there were 64,325,580 shares of common stock outstanding and entitled to vote.

(i)
The results of the voting for the directors were as follows:
 
 
FOR
AGAINST
ABSTENTIONS
       
John V. Arabia
55,149,957
68,795
44,718
Keith R. Guericke
37,262,328
17,956,281
44,861
Anne B. Gust
54,866,265
326,912
70,293
Maria R. Hawthorne
55,151,036
68,884
43,550
Amal M. Johnson
54,784,222
433,991
45,257
Mary Kasaris
54,920,313
299,609
43,548
Angela L. Kleiman
55,018,173
203,282
42,015
Irving F. Lyons, III
52,463,811
2,754,004
45,655
George M. Marcus
53,876,249
1,326,930
60,291
 
There were 18,980,010 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 the year ending December 31, 2025 were as follows:
 
For
  
Against
  
Abstentions
53,457,505
  
3,871,192
  
43,663
 
(iii)
The results of the advisory vote to approve named executive officer compensation as disclosed in the Proxy were as follows:
 
For
  
Against
  
Abstentions
  
Broker Non-Votes
51,255,480
  
3,842,904
  
165,086
  
2,108,890


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
Date: May 15, 2025


Essex Property Trust, Inc.




/s/ Anne Morrison

Name:
 Anne Morrison

Title:
Chief Administrative Officer, Executive Vice President, General Counsel and Secretary




Essex Portfolio, L.P.




By: Essex Property Trust, Inc.,
its General Partner




/s/ Anne Morrison

Name:
Anne Morrison

Title:
Chief Administrative Officer, Executive Vice President, General Counsel and Secretary