Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. OnApril 28, 2020 , the stockholders ofEquity LifeStyle Properties, Inc. (referred to herein as the "Company", "we," "us," and "our") approved an amendment to the Company's Articles of Amendment and Restatement (the "Charter") to increase from 400,000,000 to 600,000,000 the number of shares of common stock, par value$0.01 per share ("Common Stock"), we are authorized to issue. This amendment was previously approved by our Board of Directors (the "Board") onFebruary 11, 2020 and was described in detail in our definitive proxy materials previously filed with theSecurities and Exchange Commission onMarch 10, 2020 . The amendment was approved by the required vote of our stockholders at our Annual Meeting of Stockholders ("Annual Meeting") held onApril 28, 2020 . The Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1, was submitted to theState Department of Assessments and Taxation of Maryland for filing onMay 4, 2020 . Item 5.07 Submission of Matters to a Vote of Security Holders OnApril 28, 2020 , we held our Annual Meeting, at which stockholders holding 166,930,332 shares of Common Stock (being the only class of shares entitled to vote at the meeting), or 91.65% of our 182,129,331 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. The proposals submitted for vote and related results of the stockholders' votes were as follows: Proposal No. 1: To elect ten 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. SHARES VOTED DIRECTOR FOR WITHHELD BROKER NON-VOTES Andrew Berkenfield 161,451,859 68,581 5,409,892 Philip Calian 156,004,727 5,515,713 5,409,892 David Contis 155,802,109 5,718,331 5,409,892 Constance Freedman 159,747,115 1,773,325 5,409,892 Thomas Heneghan 158,365,230 3,155,210 5,409,892 Tao Huang 159,511,893 2,008,547 5,409,892 Marguerite Nader 160,135,130 1,385,310 5,409,892 Scott Peppet 159,486,898 2,033,542 5,409,892 Sheli Rosenberg 155,877,043 5,643,397 5,409,892 Samuel Zell 147,288,378 14,232,062 5,409,892
Proposal No. 2: To ratify the selection of
FOR AGAINST ABSTAIN BROKER NON-VOTES SHARES VOTED 160,703,441 6,210,092 16,799 -
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.
FOR AGAINST ABSTAIN BROKER NON-VOTES SHARES VOTED 151,306,387 9,639,042 575,011 5,409,892
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Proposal No. 4: To approve an amendment to the Company's Charter increasing from 400,000,000 to 600,000,000 the number of shares of Common Stock the Company is authorized to issue. This proposal received the required affirmative vote of the holders of record of two-thirds of all votes entitled to be cast and was approved.
FOR AGAINST ABSTAIN BROKER NON-VOTES SHARES VOTED 162,727,872 4,121,879 22,117 58,464
We are a fully integrated owner and operator of lifestyle-oriented properties
and own or have an interest in 413 quality properties in 33 states and
(d) Exhibits
3.1 Articles of Amendment ofEquity LifeStyle Properties, Inc. Cover Page Interactive Data File included as Exhibit 101 (embedded 104 within the Inline XBRL document)
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