Essex Property Trust, Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: ESS · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 920522

Essex Property Trust, Inc. DEF 14A Filing Summary
FieldDetail
CompanyEssex Property Trust, Inc. (ESS)
Form TypeDEF 14A
Filed DateMar 28, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$6.32, $6.27, $91.7 million, $54.5 million, $72.3 million
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Stockholder Vote, Essex Property Trust, DEF 14A

TL;DR

<b>Essex Property Trust, Inc. will hold its 2024 virtual Annual Meeting of Stockholders on May 14, 2024, urging shareholders to review materials and vote.</b>

AI Summary

ESSEX PROPERTY TRUST, INC. (ESS) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. The 2024 Annual Meeting of Stockholders for Essex Property Trust, Inc. will be held virtually on May 14, 2024, at 1:00 p.m. Pacific Time. Proxy materials are being furnished to stockholders over the Internet, with a Notice of Internet Availability mailed on or about March 28, 2024. Stockholders are urged to review the proxy materials and vote on the proposals presented at the meeting. Proxies can be authorized via the Internet prior to 11:59 p.m. Eastern Time on May 13, 2024. The company is a Maryland corporation with its principal executive offices located in San Mateo, California.

Why It Matters

For investors and stakeholders tracking ESSEX PROPERTY TRUST, INC., this filing contains several important signals. This filing is a Definitive Proxy Statement (DEF 14A), indicating it contains important information for shareholders regarding the upcoming annual meeting and voting procedures. The company is providing proxy materials electronically to most stockholders, a common practice to reduce costs and environmental impact, requiring active engagement from shareholders to access and review information.

Risk Assessment

Risk Level: low — ESSEX PROPERTY TRUST, INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational disclosures that would suggest high risk.

Analyst Insight

Review the proxy statement for details on proposals, executive compensation, and voting instructions to make an informed decision before the May 13th deadline.

Key Numbers

  • 2024 — Annual Meeting Year (The year of the annual meeting of stockholders.)
  • May 14 — Annual Meeting Date (The date the virtual annual meeting will be held.)
  • 1:00 p.m. Pacific Time — Annual Meeting Time (The time the virtual annual meeting will commence.)
  • March 28, 2024 — Mailing Date (The approximate date proxy materials are mailed.)
  • May 13, 2024 — Proxy Deadline (The deadline for authorizing proxies.)

Key Players & Entities

  • ESSEX PROPERTY TRUST, INC. (company) — Registrant and filer of the proxy statement.
  • May 14, 2024 (date) — Date of the virtual 2024 annual meeting of stockholders.
  • March 28, 2024 (date) — Date proxy materials are being mailed to stockholders.
  • May 13, 2024 (date) — Deadline for authorizing proxies via the Internet.
  • San Mateo, California (location) — Location of the company's business and mail address.

FAQ

When did ESSEX PROPERTY TRUST, INC. file this DEF 14A?

ESSEX PROPERTY TRUST, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ESSEX PROPERTY TRUST, INC. (ESS).

Where can I read the original DEF 14A filing from ESSEX PROPERTY TRUST, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ESSEX PROPERTY TRUST, INC..

What are the key takeaways from ESSEX PROPERTY TRUST, INC.'s DEF 14A?

ESSEX PROPERTY TRUST, INC. filed this DEF 14A on March 28, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for Essex Property Trust, Inc. will be held virtually on May 14, 2024, at 1:00 p.m. Pacific Time.. Proxy materials are being furnished to stockholders over the Internet, with a Notice of Internet Availability mailed on or about March 28, 2024.. Stockholders are urged to review the proxy materials and vote on the proposals presented at the meeting..

Is ESSEX PROPERTY TRUST, INC. a risky investment based on this filing?

Based on this DEF 14A, ESSEX PROPERTY TRUST, INC. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational disclosures that would suggest high risk.

What should investors do after reading ESSEX PROPERTY TRUST, INC.'s DEF 14A?

Review the proxy statement for details on proposals, executive compensation, and voting instructions to make an informed decision before the May 13th deadline. The overall sentiment from this filing is neutral.

How does ESSEX PROPERTY TRUST, INC. compare to its industry peers?

Essex Property Trust, Inc. operates as a Real Estate Investment Trust (REIT) focused on apartment buildings in the Western United States.

Are there regulatory concerns for ESSEX PROPERTY TRUST, INC.?

As a publicly traded company, Essex Property Trust, Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for annual shareholder meetings.

Industry Context

Essex Property Trust, Inc. operates as a Real Estate Investment Trust (REIT) focused on apartment buildings in the Western United States.

Regulatory Implications

As a publicly traded company, Essex Property Trust, Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for annual shareholder meetings.

What Investors Should Do

  1. Review the proxy statement for proposals to be voted on at the May 14, 2024 meeting.
  2. Submit your proxy vote electronically by the May 13, 2024 deadline.
  3. Access the virtual meeting at www.virtualshareholdermeeting.com/ESS2024 on May 14, 2024.

Key Dates

  • 2024-05-14: 2024 Annual Meeting of Stockholders — Key date for stockholders to vote on company matters.
  • 2024-03-28: Mailing of Notice of Internet Availability of Proxy Materials — Indicates when stockholders began receiving access to proxy materials.
  • 2024-05-13: Proxy Authorization Deadline — Final date for stockholders to submit their votes electronically.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement for an annual meeting, and does not contain comparative financial data from a previous filing.

Filing Stats: 4,439 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-03-28 16:46:25

Key Financial Figures

  • $6.32 — eported Net Income per diluted share of $6.32 for the full year compared to $6.27 in
  • $6.27 — of $6.32 for the full year compared to $6.27 in 2022. Achieved same-property revenue
  • $91.7 million — nity for an aggregate contract price of $91.7 million , recognizing a gain on sale of $54.5 m
  • $54.5 million — million , recognizing a gain on sale of $54.5 million. Received $72.3 million in redemption p
  • $72.3 million — gain on sale of $54.5 million. Received $72.3 million in redemption proceeds from four prefer
  • $92M — weighted average return rate of 9.1%. $92M Dispositions Stock Repurchases: Repu
  • $95.7 m — 437,026 shares of common stock totaling $95.7 million, including commissions, at an ave
  • $218.88 — ing commissions, at an average price of $218.88 per share. $96M Stock Repurchases O
  • $96M — an average price of $218.88 per share. $96M Stock Repurchases Operating Initiati
  • $1.2 billion — ability-linked pricing component of its $1.2 billion unsecured credit facility for 2022. The
  • $64.2 million — t on approximately 2,300 units totaling $64.2 million . In addition, the Company proceeded wi
  • $64M — d units within its existing portfolio. $64M Redevelopment Balance Sheet Manageme
  • $298.0 million — gement: The Company proactively secured $298.0 million in 10-year secured loans to repay the m
  • $400.0 million — ured loans to repay the majority of its $400.0 million unsecured notes due in May 2024 at matu
  • $1.7 billion — tained ample liquidity of approximately $1.7 billion at year-end 2023 via undrawn capacity o

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 15 PROPOSAL 1 Election of Directors 17 Information Regarding 2024 Director Nominees 18 Board and Corporate Governance Matters 25 Meetings of the Board of Directors 25 Annual Meeting of Stockholders 25 Committees of the Board of Directors 25 Lead Independent Director; Board Leadership Structure and Role in Risk Management 27 Director Independence 27 Director Tenure and Board Refreshment 28 Director Evaluations 28 Stockholder Nominees-Proxy Access 28 Stockholder Power to Amend Bylaws 29 Stockholder Engagement 29 Communication with Directors 29 Compensation Committee Interlocks and Insider Participation 29 Relationships Among Directors or Executive Officers 29 Director Stock Ownership Guidelines 29 Executive Officer Ownership Guidelines 30 Director Compensation 31 Risk Assessment in Compensation Policies and Practices 32 Executive Officers 33 Compensation Discussion and Analysis 36 ESSEX Property Trust, Inc. 2024 Proxy Statement i TABLE OF CONTENTS Item Page Executive Summary 36 Overview of Named Executive Officer Compensation Program 40 Compensation Committee Report 50 Named Executive Officer Compensation 50 Summary Compensation Table 50 Grants of Plan-Based Awards for 2023 51 Named Executive Officer Severance Plan 51 Outstanding Equity Awards at December 31, 2023 51 Option Exercises and Stock Vested for 2023 54 Nonqualified Deferred Compensation 54 Potential Payments upon Termination or Change of Control 55 Equity Compensation Plans 63 CEO Pay Ratio 64 Report of the Audit Committee 66 Certain Relationships and Related Person Transactions 67 Policies and Procedures with Respect to Related Person Transactions 67 Agreements between Mr. Marcus and the Company 67 Other Transactions 68 PROPOSAL 2 Ratification of Appointment of Independent Registered Public Accounting Firm 69 Fees P

Executive compensation policies closely align with stockholder interests

Executive compensation policies closely align with stockholder interests

Executive Compensation Driven by Performance

Executive Compensation Driven by Performance No Employment Agreements Compensation Clawback Policy Director and Executive Officer Stock Ownership Guidelines No Tax Gross-Ups Annual Performance Evaluations of All Executive Officers, Board and Committees The Board has a robust, independent leadership structure Separate Chairman and Chief Executive Officer 7 of 9 Director Nominees are Independent Lead Independent Director Regular Executive Sessions of Independent Directors The Company is committed to ESG efforts in order to create stockholder value Annually Publish ESG Report Committed to setting science-based emissions reduction targets Formal oversight over ESG goals and Diversity, Equity and Inclusion ("DEI") efforts by Nominating and Corporate Governance Committee ("Nominating Committee") and formal oversight over ESG risks by Audit Committee Maintain Political Contributions Policy Significant board representation by women and ethnically diverse individuals The Board follows practices and structures that are in the best interests of our stockholders Anti-Hedging and Pledging Policies Internal Disclosure Committee for Financial Reporting Regular Succession Planning Effective Board Risk Oversight ESSEX Property Trust, Inc. 2024 Proxy Statement 5 TABLE OF CONTENTS Corporate Governance Policies Code of Business Conduct and Ethics - Our Board has adopted a Code of Business Conduct and Ethics (the "Code of Ethics"), which governs business decisions made and actions taken by our directors, officers and employees. All employees receive training on the Code of Ethics. Corporate Governance Guidelines - Our Board has adopted Corporate Governance Guidelines to monitor policy and decision making at the Board and management levels and to provide the Company's stockholders and other interested parties with insight into the Company's corporate governance practices. Policy on Political Contributions - Our Board has adopted a policy on P

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