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): November 12, 2024

EQUITY COMMONWEALTH

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317

04-6558834

(Commission File Number)

(IRS Employer Identification No.)

Two North Riverside Plaza, Suite 2000

Chicago

60606

(Address of Principal Executive Offices)

(Zip Code)

(312) 646-2800

(Registrant’s Telephone Number, Including Area Code)

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 Exchange Act:

Title Of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Shares of Beneficial Interest

EQC

New York Stock Exchange

6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest

EQCpD

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).

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. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 12, 2024, Equity Commonwealth (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders (i) approved the Plan of Sale and Dissolution of the Company (the “Plan of Sale”), including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity, as defined in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 2, 2024 (the “Definitive Proxy”), and (ii) approved, on a non-binding advisory basis, the compensation that may become payable by the Company to its named executive officers in connection with the Plan of Sale. The proposals are described in the Company’s Definitive Proxy. The final voting results for each proposal are set forth below.

Proposal 1: The Plan of Sale Proposal

At the Special Meeting, the Company's shareholders approved the Plan of Sale, including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity. The table below sets forth the voting results for this proposal:


Votes For	Votes Against	Abstentions
91,724,435	60,683	36,249

Proposal 2: Advisory Vote on Executive Compensation Proposal

At the Special Meeting, the Company’s shareholders approved, on an advisory, non-binding basis, the compensation that may become payable by the Company to its named executive officers in connection with the Plan of Sale. The table below sets forth the voting results for this proposal:


Votes For	Votes Against	Abstentions
79,474,894	12,216,007	130,466

Regulation FD Disclosures

We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material. We encourage investors and others interested in the company to monitor these distribution channels for material disclosures.

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 COMMONWEALTH
			By:			/s/ Orrin S. Shifrin
			Name:			Orrin S. Shifrin
			Title:			Executive Vice President, General
						Counsel and Secretary

Date: November 13, 2024

Equity Commonwealth 8-K