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): June 21, 2012

EQUITY RESIDENTIAL
(Exact name of registrant as specified in its charter)

Maryland
 
1-12252
 
13-3675988
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
 
 
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 5.07 Submission of Matters to a Vote of Security Holders.

On June 21, 2012, Equity Residential (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company's shareholders:

•
Elected all eleven nominees for Trustees to a one-year term;
•
Ratified the appointment of Ernst & Young LLP as the independent auditor for 2012;
•
On an advisory basis, approved the executive compensation set forth in the Company's Proxy Statement for the Annual Meeting (the “Proxy Statement”); and
•
Did not approve the shareholder proposal relating to sustainability reporting.

The following are the final voting results for each of the four proposals presented at the Annual Meeting:
    
Proposal 1 - Election of Trustees:
Nominee
 
For
 
Withheld

John W. Alexander
 
258,797,361
 
3,840,026

Charles L. Atwood
 
262,324,673
 
312,714

Linda Walker Bynoe
 
259,529,604
 
3,107,783

Mary Kay Haben
 
262,436,019
 
201,368

Bradley A. Keywell
 
260,375,672
 
2,261,715

John E. Neal
 
262,441,949
 
195,438

David J. Neithercut
 
262,082,569
 
554,818

Mark S. Shapiro
 
258,892,723
 
3,744,664

Gerald A. Spector
 
261,314,939
 
1,322,448

B. Joseph White
 
258,811,538
 
3,825,849

Samuel Zell
 
255,263,465
 
7,373,922


There were 9,134,914 broker non-votes with respect to Proposal 1.

Proposal 2 - Ratification of the selection of Ernst & Young LLP:
For
270,570,794

Against
1,093,168

Abstain
108,339


Proposal 3 - Approval, on an advisory basis, of the executive compensation in the Proxy Statement:
For
251,043,659

Against
8,404,808

Abstain
3,188,920

Broker Non-Votes
9,134,914


Proposal 4 - Shareholder proposal relating to sustainability reporting:
For
108,323,365

Against
131,909,732

Abstain
22,404,290

Broker Non-Votes
9,134,914











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
 
 
 
 
 
 
By:
/s/ Bruce C. Strohm
Date: June 25, 2012
 
Name:
Bruce C. Strohm
 
 
Its:
Executive Vice President and General Counsel