Current Report Filing (8-k)

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): April 2, 2020

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 2100

Chicago

IL

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

The New York Stock Exchange

6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest

EQCpD

The 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 2, 2020, the Board of Trustees (the “Board”) of Equity Commonwealth, a Maryland real estate investment trust (the “Company”), adopted and approved the amendment and restatement of the Company’s current bylaws, effective April 2, 2020 (as amended and restated, the “Fourth Amended and Restated Bylaws”), the purpose of which was to amend Sections 1 and 2 of Article II to expressly provide authority to hold shareholder meetings in a virtual-only or hybrid meeting format.

While the Board currently intends to hold the 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) in person, the Board will continue to monitor the ongoing COVID-19 pandemic and may determine to hold the 2020 Annual Meeting in virtual-only or hybrid meeting format in lieu of an in-person meeting to prioritize the health and well-being of meeting participants. If such a determination is made by the Board, the Company will promptly communicate its decision regarding meeting format and alternative arrangements.

The foregoing summary of the Fourth Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Fourth Amended and Restated Bylaws, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibit.

(d) Exhibit


Exhibit Number						Description
3.1						Fourth Amended and Restated Bylaws of the Company, adopted April 2 , 2020
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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.