form_8-k.htm
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): March 3, 2008 (February 26,
2008)
ESSEX
PROPERTY TRUST, INC.
(Exact
name of registrant as specified in its charter)
Maryland 77-0369576
(State of
Incorporation) (I.R.S
Employer Identification No.)
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:
[ ]
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))
Item
1.01 Entry Into a Material Definitive Agreement
Amendment to the 2004 Non-Employee
Director Option Program
On
February 26, 2008, the Board of Directors (the “Board”) of Essex Property Trust,
Inc. (the “Company”) approved an amendment (the “Director Option Amendment”),
effective as of February 26, 2008, to the Company’s 2004 Non-Employee Director
Option Program to add a restriction to the provision authorizing annual
automatic stock option grants for the purchase of 2,500 common stock shares of
the Company to its non-employee Board members. The Director Option
Amendment, adopted in response to the 2007 Outperformance Plan, eliminates the
annual stock option grants for non-employee Board members receiving awards under
the 2007 Outperformance Plan until the end of the calendar year in which such
awards vest.
Amendment to the Partnership
Agreement
On
February 26, 2008, the Board also approved an amendment (the “Fifteenth
Amendment”) to the First Amended and Restated Agreement of Limited Partnership,
as amended, (the “Partnership Agreement”) of Essex Portfolio, L.P.
(the “Partnership”), as to which the Company is general partner. The
Fifteenth Amendment makes technical revisions to the allocations of net income
and net losses of the Partnership as set forth in Exhibit E to the Partnership
Agreement. The Fifteenth Amendment also restates Exhibit E and
simplifies and updates other allocation matters set forth in Exhibit E, which
was originally formulated in 1994.
Copies of the Director Option Amendment
and Fifteenth Amendment are being filed as Exhibit 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
10.1
|
Certificate
of Amendment to the 2004 Non-Employee Director Option Program of Essex
Property Trust, Inc., dated as of February 26,
2006
|
|
|
10.2
|
Fifteenth
Amendment to First Amended and Restated Agreement of Limited Partnership
of Essex Portfolio, L.P., as amended, dated as of February 26,
2006
|
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.
Essex
Property Trust, Inc.
/s/ Michael T.
Dance
Name:
Michael T. Dance
Title:
Executive Vice President & Chief Financial Officer
Date:
March 3, 2008