body_8-k.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): December 27, 2007 (December 26,
2007)
ESSEX
PROPERTY TRUST, INC.
(Exact
name of registrant as specified in its charter)
Maryland 77-0369575
(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
Essex
Property Trust, Inc. 2007
Outperformance Plan
On
December 26, 2007, the Compensation Committee of the Board of Directors (the
“Compensation Committee”) of Essex Property Trust, Inc. (the “Company”) approved
the forms of the award agreements (the “Forms of Award Agreements”) for granting
awards under the Essex Property Trust, Inc. 2007 Outperformance Plan (the “2007
Outperformance Plan” or the “Plan”), a long-term incentive compensation program
that the Board approved on December 4, 2007. Copies of the Forms of
Award Agreements are filed as Exhibit 10.1 to this Current Report on Form
8-K.
Pursuant
to authority delegated to it by the Board of Directors, the Compensation
Committee also approved the final documentation for the Fourteenth Amendment
to
the First Amended and Restated Agreement of Limited Partnership of Essex
Portfolio, L.P., as amended (the “Fourteenth Agreement”). The
Fourteenth Amendment relates to the 2007 Outperformance Plan and establishes
the
terms of the LTIP units awarded under the Plan.
The
purpose of the 2007 Outperformance Plan is to further align the interests of
the
Company’s stockholders with those of management by encouraging the Company’s
senior officers to “outperform” and to create stockholder value in a “pay for
performance” structure. A summary of the terms of the 2007
Outperformance Plan is contained in the Company’s Current Report on Form 8-K
filed with the SEC on December 10, 2007.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Forms
of Award Agreements for granting awards under the Essex Property Trust, Inc.
2007 Outperformance Plan.
10.2 Fourteenth
Amendment to the First Amended and Restated Agreement of Limited Partnership
of
Essex Portfolio, L.P.
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:
December 27, 2007