Please wait
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 12, 2026
 
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
(Essex Property Trust, Inc.)
California
(Essex Portfolio, L.P.)
  
77-0369576
(Essex Property Trust, Inc.)
77-0369575
(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 12, 2026, 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 2027 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, 2026.
 
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 25, 2026, for the Annual Meeting, there were 64,477,129 shares of common stock outstanding and entitled to vote.
 
(i)
The results of the voting for the directors were as follows:
 
Nominee
FOR
AGAINST
ABSTENTIONS
       
John V. Arabia
57,549,745
191,552
16,269
Keith R. Guericke
40,215,574
17,525,898
16,094
Anne B. Gust
57,279,661
386,749
91,156
Maria R. Hawthorne
57,408,791
333,328
15,447
Amal M. Johnson
55,576,524
2,164,966
16,076
Mary Kasaris
57,277,619
464,852
15,095
Angela L. Kleiman
56,722,853
1,022,526
12,187
Irving F. Lyons, III
54,244,754
3,497,072
15,740
George M. Marcus
55,879,964
1,862,022
15,580
 
There were 1,790,315 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, 2026 were as follows:
 
For
Against
Abstentions
55,540,309
3,988,720
18,852
 
(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
54,073,162
3,549,929
134,475
1,790,315

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 14, 2026
  
   
 
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