Equity Commonwealth Announces Voting Results of Special Shareholder Meeting and Payment of Liquidation Preference for Series D Preferred Shares
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CHICAGO, November 12, 2024--(BUSINESS WIRE)--Equity Commonwealth (NYSE: EQC) (the "Company") held a special meeting of shareholders (the "Special Meeting") today, November 12, 2024. At the Special Meeting, the Company’s shareholders (i) approved the Plan of Sale and Dissolution of the Company (the "Plan of Sale"), including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity, as defined in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on October 2, 2024, and (ii) approved, on a non-binding advisory basis, the compensation that may become payable by the Company to its named executive officers in connection with the Plan of Sale. The final voting results for each proposal will be made available in a Current Report on Form 8-K to be filed by the Company with the SEC on or about November 13, 2024.
The Company also announced today that its Board of Trustees authorized payment of the liquidation preference to the holders of shares of the Company’s 6.50% Series D Cumulative Convertible Preferred Shares of beneficial interest, par value $0.01 per share (the "Series D Preferred Shares") (NYSE: EQCpD). A payment of $25.00 per Series D Preferred Share, plus accrued dividends of $0.08576 per Series D Preferred Share, for the period from November 15, 2024 through December 3, 2024 (the "Payment Date"), will be paid on the Payment Date to shareholders as of the Payment Date, which amount has been set aside for payment. This payment will pay all amounts due and owing the holders of the Company’s Series D Preferred Shares in connection with the previously disclosed shareholder approval of the Plan of Sale and, in accordance with the terms thereof, the Series D Preferred Shares will have no right or claim to any of the remaining assets of the Company.
In conjunction with the planned payment of the liquidation preference, the Series D Preferred Shares will be suspended from the New York Stock Exchange ("NYSE") before market open on the Payment Date. A Form 25 will be filed with the Securities and Exchange Commission to effect the withdrawal of the listing of the Series D Preferred Shares from the NYSE.
All Series D Preferred Shares are held through the Depository Trust Company ("DTC") and payment for such shares will be made in accordance with the procedures of DTC. Payment to DTC for the Series D Preferred Shares will be made by Equiniti Trust Company, LLC, as paying agent (the "Paying Agent") in the usual manner. The address for the Paying Agent is as follows: