Item 5.07. Submission of Matters to a Vote of Security Holders. On August 31, 2021, Equity Commonwealth ("EQC"), a Maryland real estate investment trust, held a special meeting of shareholders (the "EQC Special Meeting") to consider certain proposals related to the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") dated as of August 15, 2021, by and among EQC, Monmouth Real Estate Investment Corporation ("Monmouth"), a Maryland corporation, and EQC Maple Industrial LLC (f/k/a RS18 LLC) ("Merger Sub"), a Maryland limited liability company and subsidiary of EQC. Pursuant to the Merger Agreement, EQC had agreed to acquire Monmouth in a cash and stock transaction (the "Merger").

As of August 2, 2021, the record date for the EQC Special Meeting, there were 121,940,355 outstanding common shares of beneficial interest of EQC, $0.01 par value per share ("EQC common shares"). Two proposals were voted upon by EQC common shareholders at the EQC Special Meeting. The proposals are described in the joint proxy statement/prospectus dated July 23, 2021, as amended by the amendment dated August 18, 2021. The voting results for each proposal are set forth below. Proposal 1: EQC Issuance Proposal

At the EQC Special Meeting, EQC's common shareholders voted affirmatively to approve the issuance of EQC common shares in connection with the Merger (the "EQC Issuance Proposal"). The EQC Issuance Proposal was approved, with the following vote counts:



  Votes For        Votes Against       Abstentions        Broker Non-Votes
 107,371,457          191,927            340,905                 0

Proposal 2: EQC Adjournment Proposal

At the EQC Special Meeting, EQC's common shareholders voted affirmatively to approve one or more adjournments of the EQC Special Meeting to another date, time, place, or format, if necessary or appropriate, to solicit additional proxies in favor of the EQC Issuance Proposal (the "EQC Adjournment Proposal"). The EQC Adjournment Proposal was approved, with the following vote counts:

Votes For Votes Against Abstentions Broker Non-Votes


 96,527,646        11,023,848           352,795                 0

Item 1.02 Termination of a Material Definitive Agreement

The Merger was subject to a number of conditions contained in the Merger Agreement, including approval of the Merger by Monmouth's common shareholders. On August 31, 2021, a special meeting of Monmouth's common shareholders (the "Monmouth Special Meeting") was held in order to vote upon a proposal to approve the Merger. Following the Monmouth Special Meeting, Monmouth notified EQC and publicly announced that Monmouth did not obtain the necessary shareholder votes to approve the Merger.

Following Monmouth's failure to receive shareholder approval of the Merger, on August 31, 2021, EQC terminated the Merger Agreement pursuant to Section 8.1(b)(iii) thereunder. Several provisions of the Merger Agreement survive termination, including Section 8.3 relating to termination fees and expense reimbursement. In accordance with Section 8.3(f) of the Merger Agreement, EQC is seeking reimbursement from Monmouth for its out-of-pocket expenses, up to $10.0 million.




Item 8.01. Other Events.

On August 31, 2021, EQC issued a press release announcing (i) the results of the EQC Special Meeting, and (ii) the termination of the Merger Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.                Description
99.1                         Press Release
                           The cover page from this Current Report on Form 8-K, formatted in Inline
104                        XBRL.



Regulation FD Disclosures

EQC uses any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. EQC routinely posts important information on its website at www.eqcre.com, including information that may be deemed to be material. EQC encourages investors and others interested in the company to monitor these distribution channels for material disclosures.

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