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): April 30, 2024
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | | 1-11718 | | 36-3857664 |
| (State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification Number) |
| Two North Riverside Plaza | | Chicago, | Illinois | | 60606 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(312) 279-1400
(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 (see General Instruction A.2. below):
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| ☐ | 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)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | ELS | 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 30, 2024, Equity LifeStyle Properties, Inc. (referred to herein as “we,” “us,” and “our”) held our Annual Meeting, at which stockholders holding 175,019,751 shares of Common Stock (being the only class of shares entitled to vote at the meeting), or approximately 93.84% of our 186,492,242 outstanding shares of Common Stock as of the record date for the meeting, attended the meeting or were represented by proxy. Our stockholders voted on four proposals presented at the meeting, each of which is discussed in more detail in our Proxy Statement on Schedule 14-A filed with the Securities and Exchange Commission on March 19, 2024. The proposals submitted for vote and related results of the stockholders' votes were as follows:
Proposal No. 1: To elect nine members of the Board to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. This proposal received the required affirmative vote of holders of a plurality of the votes cast and the directors were elected.
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| | SHARES VOTED |
| DIRECTOR | | FOR | | WITHHELD | | BROKER NON-VOTES |
| Andrew Berkenfield | | 171,055,763 | | 342,049 | | 3,621,939 |
| Derrick Burks | | 171,052,298 | | 345,514 | | 3,621,939 |
| Philip Calian | | 165,462,131 | | 5,935,681 | | 3,621,939 |
| David Contis | | 161,424,473 | | 9,973,339 | | 3,621,939 |
| Constance Freedman | | 170,139,536 | | 1,258,276 | | 3,621,939 |
| Thomas Heneghan | | 167,683,517 | | 3,714,295 | | 3,621,939 |
| Marguerite Nader | | 170,679,550 | | 718,262 | | 3,621,939 |
| Radhika Papandreou | | 171,122,988 | | 274,824 | | 3,621,939 |
| Scott Peppet | | 170,946,371 | | 451,441 | | 3,621,939 |
Proposal No. 2: To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024. This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.
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| | FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| SHARES VOTED | | 169,249,471 | | 5,718,433 | | 51,847 | | — |
Proposal No. 3: To approve our executive compensation on a non-binding advisory basis. This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.
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| | FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| SHARES VOTED | | 162,041,589 | | 9,091,486 | | 264,737 | | 3,621,939 |
Proposal No. 4: To approve our 2024 Equity Incentive Plan. This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.
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| | FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| SHARES VOTED | | 165,107,421 | | 6,056,134 | | 234,257 | | 3,621,939 |
Item 8.01 Other Events
On April 30, 2024, we declared a second quarter 2024 dividend of $0.4775 per common share, representing, on an annualized basis, a dividend of $1.91 per common share. The dividend will be paid on July 12, 2024 to stockholders of record at the close of business on June 28, 2024.
This report includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “estimate,” “guidance,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement due to a number of factors, which include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort and marina sites; (iii) scheduled or implemented rate increases on community, resort and marina sites; (iv) scheduled or implemented rate increases in annual payments under membership subscriptions; (v) occupancy changes; (vi) our ability to attract and retain membership customers; (vii) change in customer demand regarding travel and outdoor vacation destinations; (viii) our ability to manage expenses in an inflationary environment; (ix) our ability to integrate and operate recent acquisitions in accordance with our estimates; (x) our ability to execute expansion/development opportunities in the face of supply chain delays/shortages; (xi) completion of pending transactions in their entirety and on assumed schedule; (xii) our ability to attract and retain property employees, particularly seasonal employees; (xiii) ongoing legal matters and related fees; (xiv) costs to restore property operations and potential revenue losses following storms or other unplanned events; and (xv) the potential impact of, and our ability to remediate material weaknesses in our internal control over financial reporting.
For further information on these and other factors that could impact us and the statements contained herein, refer to our filings with the Securities and Exchange Commission, including the “Risk Factors” and “Forward-Looking Statements” sections in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.
These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
We are a fully integrated owner of lifestyle-oriented properties and own or have an interest in 451 properties located predominantly in the United States consisting of 172,464 sites as of April 22, 2024. We are a self-administered, self-managed, real estate investment trust with headquarters in Chicago.
SIGNATURE
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 thereunto duly authorized.
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| | EQUITY LIFESTYLE PROPERTIES, INC. |
| Date: May 1, 2024 | | By: /s/ Paul Seavey |
| | Paul Seavey |
| | Executive Vice President and Chief Financial Officer |
