form8k.htm
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): September 22, 2008 (September 16,
2008)
ESSEX
PROPERTY TRUST, INC.
(Exact
Name of Registrant as Specified in its Charter)
001-13106
(Commission
File Number)
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Maryland
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77-0369576
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(State
or Other Jurisdiction of Incorporation)
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(I.R.S.
Employer Identification No.)
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925
East Meadow Drive, Palo Alto, California 94303
(Address
of Principal Executive Offices) (Zip Code)
(650)
494-3700
(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:
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£
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d2(b))
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£
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
September 16, 2008, the Board of Directors (the “Board”) of Essex Property
Trust, Inc. (the “Company”) approved the Second Amended and Restated Bylaws (the
“Restated Bylaws”) for the Company, which Restated Bylaws reflect various
revisions to the Company’s existing bylaws. The Restated Bylaws are
in effect as of September 16, 2008.
The
Restated Bylaws revise the Company’s existing bylaws, among other things, to (a)
reflect changes in the Maryland General Corporation Law, (b) take account of
changes to NYSE rules, (c) revise procedures for the calling of special meetings
by stockholders and revise the advance notice provisions for stockholder
proposals, and (d) eliminate obsolete provisions, such as those pertaining to
previously issued preferred stock, which is no longer outstanding.
The
Restated Bylaws include the establishment of revised procedures for calling and
holding special stockholder meetings. These procedures increase the
percentage of shares entitled to call a special meeting of stockholders from 25%
to a majority. The Revised Bylaws also revise and more fully develop
the advance notice provisions for stockholder nominations for directors and
stockholder business proposals. The Restated Bylaws require
stockholders to notify the Company of director nominations and other stockholder
proposals not earlier than the 150th day and
not later than the 120th day
prior to the first anniversary of the date of the preceding year’s proxy
statement. The Restated Bylaws also expand the information required
to be provided by those stockholders making the proposal and establish
procedures for the verification of information provided by the stockholder
making the proposal.
In
addition, the Restated Bylaws include emergency provisions in order to provide
for procedural flexibility in the event of an emergency, and provide that
indemnification rights and advances of expenses shall vest immediately upon a
director or officer taking office.
The
foregoing descriptions of the Restated Bylaws are qualified in their entirety by
reference to the full text of the Restated Bylaws, a copy of which is attached
hereto as Exhibit 3.1, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
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Second
Amended and Restated Bylaws of Essex Property Trust,
Inc.
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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.
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Essex
Property Trust, Inc.
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/s/ Michael T. Dance
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Name:
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Michael
T. Dance
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Title:
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Executive
Vice President
&
Chief Financial Officer
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Date: September
22, 2008