Item 5.07 Submission of Matters to a Vote of Security Holders

On August 31, 2021, Monmouth Real Estate Investment Corporation ("Monmouth"), a Maryland corporation, held a Special Meeting of Common Shareholders (the "Special Meeting") online via a live audio webcast. As of August 2, 2021, the record date for the Special Meeting, there were 98,302,207 shares of common stock outstanding, each entitled to one vote per share on each proposal. At the Special Meeting, 74,400,560 shares of common stock were represented via the virtual Special Meeting website or by proxy, constituting approximately 75.7% of the outstanding shares entitled to vote and a quorum to conduct business at the Special Meeting. The following matters were submitted to a vote of common shareholders at the Special Meeting and voting results (as certified by the independent Inspector of Elections) are as follows:

(1) The proposal to approve the merger (the "Merger") of Monmouth with and into EQC Maple Industrial LLC (f/k/a RS18 LLC) ("Merger Sub"), a subsidiary of Equity Commonwealth ("EQC"), pursuant to the Agreement and Plan of Merger, dated as of May 4, 2021, as amended and restated as of August 15, 2021 and as it may be further amended from time to time (the "Merger Agreement"), by and among Monmouth, EQC and Merger Sub, and the other transactions contemplated by the Merger Agreement:



Votes For  Votes Against Votes Abstained
27,577,521 46,084,077    738,961

(2) The proposal to approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to Monmouth's five executive officers in connection with the Merger Agreement and the transactions contemplated thereby:



Votes For  Votes Against Votes Abstained
23,031,728 50,325,207    1,043,624

(3) The proposal to authorize the board of directors of Monmouth, to approve one or more adjournments of the Special Meeting to another date, time, place, or format, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger and the other transactions contemplated by the Merger Agreement:



Votes For  Votes Against Votes Abstained
36,569,144 37,019,005    812,409

The foregoing proposals did not receive the requisite vote of Monmouth's common shareholders and therefore were not approved. No other proposals were submitted for shareholder action at the Special Meeting.

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