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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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EQUITY COMMONWEALTH
Two North Riverside Plaza, Suite 2100
Chicago, IL 60606

April 21, 201725, 2018

Dear Shareholder:

              You are cordially invited to the 20172018 Annual Meeting of Shareholders of Equity Commonwealth to be held on Tuesday, June 20, 2017,2018, at 1:8:00 p.m.a.m., Central Time, at Two North Riverside Plaza, Chicago, Illinois 60606.

              At the Annual Meeting, you will be asked to (i) elect 11 trustees to the Board of Trustees, (ii) approve, on a non-binding advisory basis, the compensation of our named executive officers, (iii) select, on a non-binding advisory basis, the frequency with which the advisory vote on executive compensation should be held, (iv) ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017,2018, and (v)(iv) transact such other business as may properly come before the Annual Meeting. The accompanying Notice of the Annual Meeting describes these matters.

              We have elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules, instead of mailing printed copies of those materials to each stockholder. Our proxy materials are available at www.proxyvote.com. We have sent to our stockholdersshareholders a Notice of Internet Availability of Proxy Materials that provides instructions on how to access our proxy materials on the Internet. Please read the enclosed information carefully before submitting your proxy.

              The Board of Trustees appreciates and encourages your participation in the Annual Meeting. Regardless of whether you plan to attend the Annual Meeting, it is important that your shares be represented. Accordingly, please vote your shares by following the instructions contained in our proxy materials. If you do attend the Annual Meeting, you may withdraw your proxy and vote in person.

		Sincerely,
		Sam Zell Chairman of the Board of Trustees

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EQUITY COMMONWEALTH
Two North Riverside Plaza, Suite 2100
Chicago, IL 60606

NOTICE OF 20172018 ANNUAL MEETING OF SHAREHOLDERS
To be Held on June 20, 2017

To the Shareholders of Equity Commonwealth:

              NOTICE IS HEREBY GIVEN that the 20172018 Annual Meeting of Shareholders, and any adjournments or postponements thereof (the "Annual Meeting"), of Equity Commonwealth, a Maryland real estate investment trust (the "Company"), will be held on June 20, 2017,2018, at 1:8:00 p.m.a.m., Central Time, at Two North Riverside Plaza, Chicago, Illinois 60606 for the following purposes:

1.

to elect 11 trustees to the Board of Trustees (the "Board");



2.

to approve, on a non-binding advisory basis, the compensation of our named executive officers;



3.

to select, on a non-binding advisory basis, the frequency with which the advisory vote on executive compensation should be held;



4.

to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017;2018; and



5.4.

to transact such other business as may properly come before the Annual Meeting.

              We know of no other matters to come before the Annual Meeting. Only holders of record of common shares at the close of business on April 12, 201716, 2018 are entitled to notice of and to vote at the Annual Meeting or at any adjournments or postponements thereof.

              Regardless of the number of shares you hold, as a shareholder your role is very important, and the Board strongly encourages you to exercise your right to vote. Pursuant to the U.S. Securities and Exchange Commission's "notice and access" rules, our Proxy Statement, proxy card and 20162017 Annual Report to Shareholders are available online at www.proxyvote.com.

              We encourage you to contact the firm assisting us in the solicitation of proxies, D.F. King & Co., Inc. ("D.F. King"), if you have any questions or need assistance in voting your shares. Banks and brokers may call D.F. King collect at (212) 269-5550. Shareholders may call D.F. King toll-free at (866) 751-6317.(800) 967-7574.

		By Order of the Board of Trustees,
		Orrin S. Shifrin Executive Vice President, General Counsel and Secretary

April 21, 201725, 2018
Chicago, Illinois 60606

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO VOTE AT YOUR EARLIEST CONVENIENCE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

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EQUITY COMMONWEALTH
Two North Riverside Plaza, Suite 2100
Chicago, IL 60606

PROXY STATEMENT

              This Proxy Statement and related proxy materials are being made available to shareholders of Equity Commonwealth ("Equity Commonwealth" or the "Company") on or about April 21, 201725, 2018 in connection with the solicitation by our Board of Trustees (the "Board") of proxies to be voted at the Company's 20172018 Annual Meeting of Shareholders (the "Annual Meeting") to be held on June 20, 20172018 at 1:8:00 pm,am, Central Time, at Two North Riverside Plaza, Chicago, Illinois 60606.

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Pre-Approval Policies and Procedures

              The Audit Committee has established policies and procedures to review and approve, either pursuant to the Audit Committee's Policy Regarding Pre-Approval of Audit and Non-Audit Services (the "Pre-Approval Policy") or through a separate pre-approval by the Audit Committee, the engagement of the Company's independent auditor to provide any audit or non-audit services to the Company, which policies and procedures are intended to control the services provided by our independent registered public accounting firm and to monitor their continuing independence.

              Under these policies and procedures, no services may be undertaken by the independent registered public accounting firm unless the engagement is specifically approved by the Audit Committee or the services are included within a category that has been pre-approved in the Pre-Approval Policy. The maximum charge for services is established by the Pre-Approval Policy or by the Audit Committee when the specific engagement or the category of services is approved.

              All services for which we engaged our independent registered public accounting firm in 20162017 and 20152016 were approved by the Audit Committee. The total fees for audit and non-audit services provided by Ernst & Young LLP in 20162017 and 20152016 are set forth above. The Audit Committee approved the engagement of Ernst & Young LLP to provide the non-audit services because it determined that Ernst & Young LLP providing these services would not compromise its independence and that its familiarity with our record keeping and accounting systems would permit it to provide these services with equal or higher quality, more quickly and at a lower cost than we could obtain these services from other providers.

¹ Audit related fees in 2016 and 2015 related to services provided with respect to our leases.

² The tax fees in 2016 and 2015 were for services involved in reviewing our tax reporting and tax compliance procedures related to our income tax returns for the fiscal years ended December 31, 20152016 and 2014,2015, respectively, including services relating to the Company's conversion to an UPREIT.

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AUDIT COMMITTEE REPORT

              The Audit Committee is currently composed of Ms. Robertson and Messrs. Glickman and Linneman. The members of the Audit Committee are appointed by and serve at the discretion of the Board. All members of the Audit Committee are independent under applicable NYSE and SEC rules.

              One of the principal purposes of the Audit Committee is to assist the Board in the oversight of the integrity of the Company's financial statements. The Company's management team has the primary responsibility for the financial statements and the reporting process, including the Company's accounting policies, internal audit function, system of internal controls and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 20162017 with our management.

              The Audit Committee also is responsible for assisting the Board in the oversight of the qualification, independence and performance of the Company's independent auditors. The Company's independent auditor is currently Ernst & Young LLP. The Audit Committee reviewed the audited financial statements for the year ended December 31, 20162017 with the independent auditors, which are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 1301,Communications with Audit Committees.

              The independent auditors have provided to the Audit Committee the written disclosures regarding the independent auditor's independence required by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence, and the Audit Committee has discussed with the independent auditors their independence.

              In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board the inclusion of the Company's audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2017, for filing with the SEC.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Profile

              Our corporate governance is structured in a manner that the Board believes closely aligns our interests with those of our shareholders. We recently made the following updates to our corporate governance policies and practices:

•

our shareholders have the ability to amend the Company's bylaws by majority vote; and



•

all of our named executive officers are subject to a compensation clawback policy.

              OtherSome notable features of our corporate governance structure include the following:

•

our Charter requires that in uncontested trustee elections, each trustee must be elected by at least a majority of votes cast in his or her election;



•

our Board is not staggered, with each of our trustees subject to re-election annually, and the Board cannot elect to stagger the Board without shareholder approval;



•

we have an independent lead trustee with robust duties;



•

we have separate chairman and chief executive officer positions;



•

of the 11 persons who currently serve on our Board, 9, or 82% of our trustees, have been determined by us to be independent for purposes of the NYSE's corporate governance listing standards and Rule 10A-3 under the Exchange Act;



•

our independent trustees hold regular executive sessions;



•

all members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent under applicable NYSE and SEC rules;



•

all members of our Audit Committee qualify as "financial experts" under SEC rules;



•

we review the performance of our Board and committees annually and our Board conducts annual self-evaluations;



•

our trustees and employees are bound by our Code of Business Conduct and Ethics;



•

we have meaningful share ownership guidelines for our trustees (4x annual cash retainer), chief executive officer (6x salary) and other named executive officers are subject to meaningful share ownership guidelines;(3x salary);



•

we have opted out of the Maryland business combination and control share acquisition statutes;



•

we do not have a shareholder rights plan (commonly known as a "poison pill");



•

our trustees and employeesexecutive officers are bound by our anti-hedging and anti-pledging policies;

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we do not have employment agreements with our named executive officers; and



•

our Board and committees actively oversee and manage the Company's risk.

              Our Charter and bylaws provide that the number of trustees constituting the Board may be increased or decreased by a majority vote of the entire Board, provided the number of trustees may not be greater than 13 and may not be decreased to fewer than three.

              There are no family relationships among our executive officers and trustees. The Board has affirmatively determined that all of our trustee nominees except Mr. Zell, the Chairman of the Board, and Mr. Helfand, our President and Chief Executive Officer, are independent under applicable NYSE and SEC rules.

Board Leadership Structure

              Sam Zell has served as Chairman and David Helfand has served as our President and Chief Executive Officer since May 2014. The Board does not have a policy requiring the separation of the roles of Chief Executive Officer and Chairman of the Board. However, it evaluatesevaluated the combined role of Chairman and Chief Executive Officer, and the Board has determined that, based on Messrs. Zell and Helfand's combined experience, it is in our best interests and the best interests of our shareholders at this time to separate the roles.

              To strengthen the role of our independent trustees and encourage independent Board leadership, the Board has established the position of lead independent trustee. Currently, Mr. Linneman serves as our lead independent trustee. In accordance with our Corporate Governance Guidelines, the responsibilities of the lead independent trustee include, among others:

•

serving as liaison among (i) management, including the Chief Executive Officer, (ii) our other independent trustees, (iii) employees reporting misconduct that by their nature cannot be brought to management, and (iv) interested third parties and the Board;



•

presiding at executive sessions of the independent trustees;



•

serving as the focal point of communication to the Board regarding management plans and initiatives;



•

ensuring that the roledivision of roles between Board oversight and management operations is respected;



•

providing the medium for informal dialogue with and among independent trustees, allowing for free and open communication within that group; and



•

serving as the communication conduit for third parties who wish to communicate with the Board.

              Our lead independent trustee will be selected on an annual basis by a majority of the independent trustees then serving on the Board.

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Executive Sessions

              Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion among non-management trustees, our Board devotes a portion of each regularly scheduled board meeting to executive sessions without management participation. In addition, our Corporate Governance Guidelines provide that if the group of non-management trustees includes trustees who are not independent, as defined in the NYSE's listing standards, at least one such executive session convened per year shall include only independent trustees, at which the lead trustee presides.

Attendance of Trustees at 20162017 Board Meetings and Annual Meeting of Shareholders

              During the year ended December 31, 2016,2017, our Board held five meetings and took eleveneight actions by unanimous written consent. In 2016,2017, each trustee attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served. TenAll 11 of our current trustees attended our 20162017 annual meeting of shareholders. In accordance with our Corporate Governance Guidelines, the Company's policy is for trustees to attend board meetings, meetings of committees on which they serve, and the annual meeting of shareholders.

Committees of the Board

              Our Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of these committees must have at least three members who are eachbe comprised entirely of independent trustees, as that term is defined in the NYSE listing standards.standards, and have at least three members. Our Board may from time to time establish other committees to facilitate the management of our Company.

              The table below provides membership information for each of the Board committees as of the date of this Proxy Statement:

              The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee each operate under written charters adopted by the Board. These charters are available on our website at www.eqcre.com.

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Audit Committee

              The Audit Committee consists of Ms. Robertson and Messrs. Glickman and Linneman, with Ms. Robertson serving as its Chairman. The Audit Committee Charter requires that all members of the committee meet the independence, experience, financial literacy and expertise requirements of the NYSE, the Sarbanes-Oxley Act of 2002, the Exchange Act and applicable rules and regulations of the SEC. Our Board has determined that all of the members of the Audit Committee meet the foregoing requirements. The Board also has determined that Ms. Robertson, Mr. Glickman and Mr. Linneman each qualify as an "audit committee financial expert," as defined by the applicable SEC regulations and NYSE corporate governance listing standards.

              The Audit Committee Charter sets forth the principal functions of the Audit Committee, which include overseeing:

•

our accounting and financial reporting processes;



•

the integrity and audits of our consolidated financial statements and financial reporting process;



•

our systems of disclosure controls and procedures and internal control over financial reporting;



•

our compliance with financial, legal and regulatory requirements;



•

the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;



•

the performance of our internal audit function;



•

the review of all related party transactions in accordance with our related party transactions policy; and



•

our overall risk profile.

              The Audit Committee also is responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also approves the audit committee report required by SEC regulations to be included in our annual proxy statement.

              During the year ended December 31, 2016,2017, our Audit Committee held nine meetings and took no actions by unanimous written consent.eight meetings.

Compensation Committee

              The Compensation Committee consists of Messrs. Shea, Lozier and Spector, with Mr. Shea serving as its Chairman. The Compensation Committee Charter requires that all members of the committee meet the independence requirements of the NYSE, applicable rules and regulations of the SEC and any other applicable rules relating to independence, qualify as a "non-employee director" for

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purposes of Rule 16b-3 under the Exchange Act and qualify as an "outside director" for purposes of

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Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board has determined that all of the members of the Compensation Committee meet the foregoing requirements.

              The Compensation Committee Charter sets forth the principal functions of the Compensation Committee, which include:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration of our Chief Executive Officer based on such evaluation;



•

reviewing and approving the compensation of our other executive officers;



•

reviewing our executive compensation policies and plans;



•

determining the number of shares underlying, and the terms of, equity awards to be granted to our trustees, executive officers and other employees pursuant to these plans;



•

assisting management in complying with our proxy statement and annual report disclosure requirements;



•

producing a report on executive compensation to be included in our annual proxy statement; and



•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for trustees.

              The Compensation Committee Charter permits the committee to delegate its authority to its members as the committee deems appropriate, provided that any delegate must report any actions taken by the delegate to the full committee at its next regularly scheduled meeting. The Compensation Committee has not delegated its authority to any member of the committee.

              During the year ended December 31, 2016,2017, our Compensation Committee held six meetings and took no actions by unanimous written consent.meetings.

Nominating and Corporate Governance Committee

              The Nominating and Corporate Governance Committee consists of Messrs. Edelman, Corl and Star, with Mr. Star serving as its Chairman. The Nominating and Corporate Governance Committee Charter requires that all members of the committee meet the independence requirements of the NYSE, applicable rules and regulations of the SEC and any other applicable rules relating to independence. Our Board has determined that all of the members of the Nominating and Corporate Governance Committee meet the foregoing requirements.

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              The Nominating and Corporate Governance Committee Charter sets forth the principal functions of the Nominating and Corporate Governance Committee, which include:

•

identifying, recruiting and recommending to the full Board qualified candidates for election as trustees and recommending a slate of nominees for election as trustees at each annual meeting of shareholders;

firm regarding potential risks, including risks related to our internal controls. Our Audit Committee also will annually review, approve and oversee an internal audit plan developed by our internal auditor with the goal of helping us systematically evaluate the effectiveness of our risk management, control and governance processes, and periodically meet with our internal auditing personnel to review the results of our internal audits, and direct or




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recommend to the Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management.

•

Compensation Committee: The Compensation Committee, in consultation with the Company's executive officers, reviews the Company's policies and procedures with respect to risk assessment and risk management for compensating all employees of the Company, including non-executive employees, on an annual basis and periodically reports its findings to the Board. The Compensation Committee does not believe there are any risks from the Company's compensation policies and practices for its employees that are reasonably likely to have a material adverse effect on the Company.



•

Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee will monitor the general operations of the Board and theeffectiveness of our Corporate Governance Guidelines, including whether they are successful in assuring adherence to good corporate governance principles.

              The Board believes that the composition of its committees, and the distribution of the particular expertise of each committee's members, makes this an appropriate structure to effectively monitor the risks discussed above.

Corporate Governance Guidelines


              Our Corporate Governance Guidelines reflect the Board's commitment to monitoring the effectiveness of decision-making at the Board and management level and ensuring adherence to good corporate governance principles, all with the goal of enhancing shareholder value over the long term. The Corporate Governance Guidelines address, among other things:

•

the responsibilities and qualifications of trustees, including trustee independence;



•

the functioning of the Board;



•

the responsibilities, composition and functioning of the Board committees;



•

the appointment and role of the lead independent trustee;



•

principles of trustee compensation; and



•

management succession and review.

              A copy of the Corporate Governance Guidelines is available on our website at www.eqcre.com.




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Code of Business Conduct and Ethics


              Our Code of Business Conduct and Ethics applies to trustees, officers and employees. Among other matters, the code is intended to deter wrongdoing and promote:

•

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;



•

full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;




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•

compliance with applicable governmental laws, rules and regulations;



•

prompt internal reporting of violations of the code to appropriate persons identified in the code; and



•

accountability for adherence to the code.

              Any waiver of any provision of the Code of Business Conduct and Ethics for our executive officers or trustees may be made only by the Nominating and Corporate Governance Committee or another committee of our Board comprised solely of independent trustees or a majority of our independent trustees. Any such waiver for our executive officers or trustee will be disclosed to shareholders within four business days of such waiver. We intend to disclose any changes in or waivers from the Code of Business Conduct and Ethics by posting such information on our website.

              A copy of the Code of Business Conduct and Ethics is available on our website at www.eqcre.com.

Sustainability and Social Responsibility


              Our Company is dedicated to cultivating sustainability and social responsibility in our business. We seek to operate our properties efficiently from both an economic and environmental perspective. Of the sixteen properties in our portfolio as of December 31, 2017 (excluding properties held for sale), nine of our properties either have been certified with the EPA's Energy Star label, have achieved LEED certification from the US Green Buildings Council or have both certifications. We look to implement socially responsible measures throughout our business and recognize that doing so is integral to measuring our overall success. We believe in a shared commitment to sustainability and social responsibility and that such a commitment facilitates value creation for our stakeholders.

              For further information on our Company's efforts with respect to sustainability and social responsibility, please visit our sustainability page within the investor relations section of our website.

Communications with the Board


              As described in our Corporate Governance Guidelines, shareholders and other interested parties may communicate with the Board by communicating directly with our lead independent trustee by sending written correspondence to the "Lead Trustee" c/o the Chief Financial Officer of Equity Commonwealth, Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, who will then directly forward such correspondence to the lead independent trustee. The lead independent trustee will decide what action should be taken with respect to the communication, including whether such communication should be reported to the full Board.

Compensation Committee Interlocks and Insider Participation


              No member of the Compensation Committee is or has ever been an officer or employee of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by us under the SEC's rules requiring disclosure of certain relationships and related party transactions. No executive officer serves as a member of a board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the Board or Compensation Committee. Accordingly, during 20162017 there were no interlocks with other companies within the meaning of the SEC's proxy rules.




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EXECUTIVE OFFICERS


              The following are the ages, and the positions and offices held by each of our executive officers. Unless otherwise specified, the business address of the executive officers is c/o Equity Commonwealth, Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606.

	Name		Position With the Company		Age as of the Annual Meeting
	David Helfand		Trustee, President and Chief Executive Officer			5253
	Adam S. Markman		Executive Vice President, Chief Financial Officer and Treasurer			5253
	David S. Weinberg		Executive Vice President and Chief Operating Officer			4849
	Orrin S. Shifrin		Executive Vice President, General Counsel and Secretary			5051

              Our executive officers serve at the discretion of the Board. Please see "Proposal 1: Election of Trustees—Biographies of Trustee Nominees" for the biography of David Helfand.

              Adam S. Markman has been our Executive Vice President, Chief Financial Officer and Treasurer since July 2014. Mr. Markman served as Managing Director of Green Street Advisors, Inc., a real estate research firm ("Green Street"), where he worked from 1994 to 2014. While at Green Street, Mr. Markman was in charge of the firm's consulting and advisory practice, played a key role in the firm's investment arm for real estate investment trusts and previously led the firm's retail and lodging research efforts. Mr. Markman has also served as a real estate consultant at Kenneth Leventhal & Co. Mr. Markman was a member of Green Street's Board of Directors, currently sits on Mark IV Capital's Board of Directors and is an adviser to Twin Rock Partner's Housing Fund. He is also a member of the National Association of Real Estate Investment Trusts (NAREIT) and the Urban Land Institute (ULI). Mr. Markman earned his M.B.A. in Finance/Real Estate from Columbia University and a B.A. from U.C. Berkeley.

              David S. Weinberg has been our Executive Vice President and Chief Operating Officer since May 2014. Prior to joining us, Mr. Weinberg served as the Chief Investment Officer of EQX Real Estate Partners, L.P., a private investment firm ("EQX"), from January 2014 and worked on real estate and real estate-related investments for Equity Group from January 2012 to December 2013. Prior to joining Equity Group, from 2007 through 2011, Mr. Weinberg was responsible for investments in the multifamily and office sectors at Helix Funds and oversaw Helix Funds' dispositions for ARC. Mr. Weinberg also served as Vice President of Investments and Asset Management at EOP where he worked from 2003 to 2007. In this role, he participated in over $6 billion of investment activity and oversaw EOP's 16 million-square-foot office portfolio in Southern California. Earlier in his career, Mr. Weinberg was Vice President of acquisitions at LaSalle Investment Management and an attorney at the law firm of Sidley Austin LLP. Mr. Weinberg received his J.D. from Northwestern University School of Law and graduated with highest honors with a B.S. from the University of Illinois.

              Orrin S. Shifrin has been our Executive Vice President, General Counsel and Secretary since May 2014. Prior to joining us, Mr. Shifrin served as General Counsel, Secretary and Chief Compliance Officer of EQX from January 2014 and handled legal matters for Equity Group's real estate investment activity. Mr. Shifrin currently serves as the General Counsel and Secretary for Helix Funds where he participated in the acquisition, management and disposition of over $2.2 billion in real estate assets. Mr. Shifrin also previously served as the General Counsel for ARC. Prior to joining Helix Funds, Mr. Shifrin served as a Principal at Terrapin Properties, LLC, a privately-held real estate investment and development company, where he worked from October 2002 to April 2005 and where his role




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involved general counsel duties, business development and operations. While there, Mr. Shifrin was involved in over $200 million of residential and commercial real estate-related transactions. Prior to that, Mr. Shifrin was a Partner at the law firm of Katten Muchin Rosenman, where he worked for over 10 years. Mr. Shifrin received his J.D. from Northwestern University School of Law and graduated with highest honors with a B.S. from the University of Illinois.

              Messrs. Weinberg and Shifrin are expected to have limited involvement in the activities of Equity Group and Helix Funds. Messrs. Weinberg and Shifrin have each been an employee of or otherwise involved in the operation of Equity Group and Helix Funds.Funds and are expected to have limited involvement in their activities.




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COMPENSATION DISCUSSION AND ANALYSIS


Compensation Overview


              This Compensation Discussion and Analysis provides a detailed description of the Company's executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis discusses the compensation of the following individuals, who were the Company's named executive officers for 2016:2017:

	Name		Title
​	​	​	​
	David A. Helfand		President and Chief Executive Officer
	Adam S. Markman		Executive Vice President, Chief Financial Officer and Treasurer
	David S. Weinberg		Executive Vice President and Chief Operating Officer
	Orrin S. Shifrin		Executive Vice President, General Counsel and Secretary

Overview of Company Performance during 20162017


              20162017 was another year of significantmeaningful accomplishment for our Company. We continued to create value and reduce risk by making significant progress on our business strategy to reshape our portfolio, strengthen our balance sheet, improve leasing and operations, and foster a cohesive culture to serve as the foundation for value creation for our shareholders. More specifically, we accomplished the following during 2016:2017:

Continued Repositioning Our Portfolio

•

Disposed of 3017 properties consisting of 6238 buildings in 1915 separate transactions atfor an aggregate sales price of $1.26approximately $1.0 billion representing 33% of our portfolio square footage(including assets held for sale)



•

Significantly increasedImproved the quality of our portfolio, which now consists of larger buildings in better locations that generate higher revenuereduced risk and net operating income per square footcreated liquidity through asset repositioning and dispositions



•

Evaluated numerous external growth opportunities, including single and multi-asset acquisitions as well as corporate-level opportunities



•

Completed conversion to an umbrella partnership REIT ("UPREIT"), making tax efficient currency available for acquisitions

Strengthened Balance Sheet

•

Utilized sale proceeds from our dispositions to repay approximately $832.0$293 million of debt and preferred shares while increasing our balance of cash balanceand marketable securities by approximately $536 million to $2.1$2.6 billion (cash balance exceeds total debt by over $950 million)



•

Repurchased approximately 2.5 million common shares at an average price of $27.68 per share



•

Earned an improved rating's outlook, from stable to positivesenior unsecured and preferred stock ratings with Moody's, reflecting management's success in simplifying and repositioning the portfolio, reducing exposure to numerous smaller markets and weaker properties,maintaining low leverage, and improving leasing velocityliquidity



•

Improved our capital structure to provide flexibility and liquidity for future shareholder value creation




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•

Positioned our capital structure with flexibility and liquidity to utilize in creating future shareholder value

Improved Leasing and Operations

•

Completed new leasing of approximately 860,000489,000 square feet and renewed leases covering approximately 2.3 million468,000 square feet in our 33-property16-property portfolio



•

Active ownership createdCreated value through asset repositioning and executing material leases that enhanced the value of sold assets

Fostered a Corporate Culture to Serve as Foundation for Value Creation for Shareholders

•

Fostered a company culture based on a meritocracy, where alignment with shareholders, integrity, diversity of opinion, working passionately and open debatecollaboration are prioritiesfundamental



•

ReducedContinued to reduce corporate office staffing in connection with downsizing of portfolio generating annual payroll savings of approximately $1.6 million



•

Engaged with over 150 institutional investors through various conferences, property tours, non-deal road shows and conference calls

              Our Company's total return for the five years ended December 31, 2017 was 104.2% (versus the Morgan Stanley REIT Index ("RMS") return of 56.3%), total return for the three years ended December 31, 2017 was 18.9% (versus the RMS return of 17.0%) and total return in 20162017 was 9.05%0.9% (versus the RMS return of 5.1%). Overall, as shown below, since implementing our disposition strategy in January 2015, the quality of our portfolio has increased significantly with 69%as the size of annualized rental revenue earned from assets in our five largest markets at year-end 2016, up from 43% of annualized rental revenue at year-end 2014:portfolio has decreased:¹



Completed $4.2 billion of dispositions since taking ownership responsibility in 2014

   

¹ Year-End 2016 PortfolioThe year-end 2017 portfolio excludes two land parcels.
² Annualized Rental Revenue is a non-GAAP measure. Please see footnote 2 on page 22 of the Company's Annual Report on Form 10-Kassets held for the year ended December 31, 2016 for a description of this measure. During the period 4Q 2014, Annualized Rental Revenue included revenue from straight line rent adjustments and excluded revenue during free rent periods.sale.




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              During this same time period, the market value of our equity increased $0.5 billion, we reduced our debt and preferred equity balances by approximately $1.4$1.6 billion, and we increased our balance of cash balanceand marketable securities by $1.7 billion:$2.2 billion.



              We now have a portfolio of higher quality properties in better markets with reduced exposure to lower quality assets in tertiary markets, having created significantsubstantial value while reducing risk. We have generated a significant amount of cash through asset dispositions, which we will look to deploy into opportunistic investments that further improve the quality of our portfolio and create long-term value for our shareholders. TheIf we do not redeploy our capital, we may decide to sell or liquidate the Company if we believe a sale or liquidation maximizes shareholder value. Given our focus on asset dispositions and the repositioning of our portfolio, the Company is an atypical REIT whereand we believe standard REIT financial metrics are not currently an appropriate gauge of our performance given our focus on asset dispositions and the repositioning of our portfolio.performance.

Compensation Objectives and Philosophy


              Our compensation program, as approved by the Compensation Committee for 2016,2017, is designed generally to accomplish four key principal objectives:

1.

attract, retain and reward effective executive officers who create long-term value for the Company's shareholders;



2.

align the long-term interests of our executive officers with the interests of the Company and the Company's shareholders;



3.

reward financial and operating performance and leadership excellence; and



4.

retain and motivate executives to remain at the Company for the long-term.

              To align with these objectives, we compensate our named executive officers using a combination ofOur compensation program has the following components: (1) base salary, (2) annual cash incentive compensation, (3) long-term, at-risk time and performance-based equity compensation, and (4) broad-based health and welfare benefits that are made available to all of our employees.

              We maintain an openongoing dialogue with investors and are open to investor feedback on executive compensation.




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Compensation Snapshot: What We Pay and WhySnapshot


		OBJECTIVES		KEY FEATURES
Base Salary		• Recognize ongoing performance of job responsibilities and leadership excellence • Provide a regular source of income so employees can focus on day-to-day responsibilities		• Fixed compensation paid in cash • Based on competitive pay, taking into account job scope, position, knowledge, skills and experience
		​		​
Short-Term Annual Incentive Program (STIP)		• Motivate the achievement of Company and individual strategic objectives on an annual basis • Reward financial and operating performance and leadership excellence • Balances objectivity with subjectivity in an effort to support the Company's business strategy		• Variable cash compensation based on achievement of pre-defined annual performance goals • For 2016, funded upon achievement of objective corporate goals (33%) and individual subjective goals (67%); for 2017, funded upon achievement of objective corporate goals (50%) and individual subjective goals (50%); for 2018, funded upon achievement of objective corporate goals (67%) and individual subjective goals (33%)
Long-Term Incentive Compensation Program (LTIC Program)		• Encourages executives to achieve multi-year strategic and financial objectives to create shareholder value • Aligns the long-term interests of executives with the interests of the Company and the Company's shareholders • Provides a retention mechanism with vesting over a multi-year period to motivate our executives to remain at the Company for the long-term		• Performance-basedLong-term equity compensation with a majority (67%)67% based on the achievement of pre-defined forward looking performance-goalsperformance goals and the remainder (33%)remaining 33% based on service withcontinued employment by the Company • Performance isawards are a four-year program based on relative TSRtotal shareholder return ("TSR") measured over a three-year performance period (vs. the TSRs of the companies that comprise the NAREIT Office Index) with a modifier (reduction) applied for absolute TSR performance that is negative • For the time-based and performance-based awards, vesting is back-end loaded (50% vests on the fourth anniversary)
		​		​

��              We believe that the structure of our executive compensation program, as outlined above, will contribute tois both aligned with the interests of our achievementsshareholders and strikes an appropriate balance between the needserves to attract and retain executives while enabling our executives to execute the Company's strategy.talented executives. With a majority of each executive's compensation opportunity "at risk", we believe the interests of the executives are appropriately aligned with the interests of stockholders and linked withto Company performance.




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              TheFor 2017, the following charts illustrate the target mix betweenof compensation elementscomponents for our Chief Executive Officer and the average target mix of our other named executive officers. For our Chief Executive Officer and other named executive officers, the majority, (65%65% and 60%, respectively)respectively, of their total target compensation is at-risk, performance-based compensation (i.e., the annual cash bonus and performance-based equity). For our Chief Executive Officer and other named executive officers, the majority, (67%67% and 57%, respectively)respectively, of their total target compensation is allocated to long-term incentive (equity) pay subject to various additional performance and vesting criteria while a minority portion is cash-based, further enhancing our named executive officers' alignment with our shareholders.

              *The totals in the charts may not equal the sum of the components due to rounding.

              The following chart illustrates that, with respect to the LTIC Program, portion of at-risk pay, a significant portion is subject to future performance requirements based on relative total shareholder return vs. our peers while a limited portion is based solely on continued service withemployment by the Company. The allocation of performance-based and time-based awards is consistent between our Chief Executive Officer and other named executive officers. We believe this structure encourages performance yetand promotes retention during a period in which we are undergoing significant change at our organization while repositioning our portfolio.organization.






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Executive Compensation Program Highlights


              The table below highlights certain practices that we have utilized and others that we have avoided because we believe doing so is in the best interests of our shareholders:

​	​	​	​	​	​	​	​	​	​	​	​	​
				Pay for Performance.Compensation paid under our annual short-term incentive program and our LTIC Program is based on a mixture of performance metrics that span both annual (short-term) and multi-year (long-term) performance periods. The leading metric is our relative total shareholder return compared to the total shareholder returns of the companies that comprise the NAREIT Office Index, with a reduction modifier applied if our return is negative.						No Single Trigger Change in Control Provisions.Upon a change in control, a qualified termination must occur for award acceleration to occur (12-month window period).
​	​	​	​	​	​	​	​	​	​	​	​	​
				Pay for Performance Compensation Mix.The overall compensation opportunity that is fixed is limited while a significant portion is at-risk and can only be earned based on the achievement of certain criteria.						No Executive Perquisites.We do not provide any supplemental executive retirement plans, company cars, club memberships or other executive perquisites.
​	​	​	​	​	​	​	​	​	​	​	​	​
				Stock Ownership Guidelines.We have ownership guidelines in place for the CEOour chief executive officer (6x salary) and other named executive officers (3x salary), as well as for our non-employee trustees.trustees (4x annual cash retainer).						Limited Retirement and Health Benefits.We do not have a defined benefit plan.
​	​	​	​	​	​	​	​	​	​	​	​	​
				Clawback Policy.Our clawback policy covers all incentive-based compensation (cash and equity) and applies to all of our named executive officers in the event of a material restatement of the Company's financials as a result of misconduct.						No Hedging or Pledging of Company Stock.Our anti-hedging and anti-pledging policies prohibit our trustees and employeesexecutive officers from engaging in hedging and pledging activities.
​	​	​	​	​	​	​	​	​	​	​	​	​
				Independent Compensation Consultant.The Compensation Committee retained an independent compensation consulting firm, FPL Associates,FTI Consulting, Inc., with expertise in the REIT industry.						No Gross-Ups.We do not have any arrangements requiring us to gross-up compensation to cover taxes owed by the executives, including excise taxes payable by the executive in connection with a change in control.
​	​	​	​	​	​	​	​	​	​	​	​	​
				Compensation Risk Assessment.The Compensation Committee conducted a compensation risk assessment to ensure that the executive compensation program does not encourage excessively risky behaviors.						No Dividends on Unearned Performance Awards.We will not pay dividend equivalents with respect to performance-based awards unless and until the awards are earned, at which time each holder of an earned award will receive an amount in cash equal to the aggregate amount of ordinary cash dividends that would have been paid in respect of the common shares underlying the award had such shares been issued to the holder on the first day of the performance period. Thereafter, dividend equivalents will be paid currently on earned awards.
​	​	​	​	​	​	​	​	​	​	​	​	​




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Compensation Determination Process


Role of the Compensation Committee and Management

              The Compensation Committee reviews and approves the corporate goals and objectives with respect to the compensation of the Company's named executive officers on an annual basis. The Compensation Committee evaluates the performance of each named executive officer in light of these goals and objectives and, on the basis of such evaluation, determines and approves the compensation for each named executive officer. Our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the named executive officers other than the Chief Executive Officer.

              In determining the appropriate compensation for the Company's named executive officers, the Compensation Committee considers the Company's performance and shareholder return, the amount of compensation payable, including incentive awards, to similarly-situated officers at comparable companies, any shareholder vote on compensation and any other factors the Compensation Committee deems necessary or appropriate in its discretion. The Compensation Committee seeks to ensure that our compensation plans are designed with an appropriate balance of risk and reward in relation to the Company's overall business strategy and do not encourage excessive or unnecessary risk-taking behavior. In addition, the Compensation Committee seeks to ensure that our programs encourage high performance, promote accountability and align our named executive officers' interests with those of our shareholders.

Advisory Vote on Named Executive Officer Compensation

              Our shareholders overwhelmingly approved the compensation of our named executive officers in the non-binding advisory vote that we conducted at the 20162017 annual meeting of shareholders, with approximately 96%93% of the votes cast in favor of this proposal. The Compensation Committee considered these voting results as supportive of our executive compensation philosophy and determined to continue our current compensation practices.

The Role of the Compensation Consultant

              Under its charter, the Compensation Committee has the sole authority to retain and terminate outside legal or other advisors to the Compensation Committee as it deems necessary and appropriate in its sole discretion, including compensation consultants. The Compensation Committee has engaged FPL Associates L.P.FTI Consulting, Inc. ("FPL"FTI") to advise it on matters related to the compensation of our executive officers and our compensation plans. FPLFTI is engaged by, and reports directly to, the Compensation Committee, which has the sole authority to retain or terminate FPLFTI and to approve the consultant's fees and other retention terms. FPLFTI provides no other services to the Company. The Compensation Committee has reviewed the independence of FPLFTI in light of SEC rules and NYSE listing standards regarding compensation consultants, and the Compensation Committee has concluded that FPL'sFTI's work is independent and does not raise any conflict of interest.

              The Compensation Committee has retained FTI to, among other things: (1) assist in benchmarking our executive compensation against our peers; (2) analyze trends in compensation in the marketplace generally and compensation program design changes among our peers specifically; (3) provide updates with respect to new legislative matters related to compensation; and (4) provide general guidance with respect to appropriate compensation levels and structures.




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Use of Benchmarking and Peer Group Data

              The Compensation Committee uses peer group data as one tool in assessing and determining pay for our executive officers. Competitive market data is intended to provide a framework for current market pay practices, trends, best practices, and overall industry performance. We believe this use

              Each year, the Company reviews its peer group to determine the appropriateness of each peer company, data is consistent with how shareholders and proxy advisory firms use such data. However, over reliance on market data can provide an incomplete picture, and therefore we also factor




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in an individual's personal contributions toas well as the organization, unique qualifications and skills sets, the particular circumstances of our Company at this time, and ultimately strive to create compensation magnitudes that are appropriate for the risk profile of our Company today and over the longer-term. As an initial reference point, the market median (or a reasonable range above or below the median) for each compensation element serves as an indicator of competitive market trends, and the Compensation Committee uses it as a starting point when setting each of our named executive officer's compensation.

              The Compensation Committee has retained FPL to, among other things: (1) assist in benchmarking our executive compensation against our peers; (2) analyze trends in compensation in the marketplace generally and compensation program design changes among our peers specifically; and (3) provide updates with respect to new legislative matters related to compensation.

              In 2014, with recommendations from FPL, the Compensation Committee selected the companies to be included in our peer groups based on best market practices for peer group selection while recognizing that our particular company circumstance was unique due to our recent transition to an internally managed company and our disposition strategy, and as such, direct peers were difficult to find. Ultimately,in totality. In connection with these efforts, a variety of factors were utilized to determine our peer groups'group's members, including: (1) REITs that are comparable to us based on size, (2) REITs that are comparable to us based on asset class (office), and/or (3) REITs with a higher degree of complexity and management intensive operations.operations, and/or (4) peer group continuity. The Compensation Committee reviewed potential additions/deletions from the peer group in 2017 and determined that the historical peer group was still appropriate and no changes were necessary. As a result, both athe same Public REIT Peer Group was utilized as well as anand Office REIT Subset Peer Group. The Compensation Committee, with advice from FPL, annually reviews our peer groups and may update their compositions to better reflect our competitive landscape or, if necessary, to account for any corporate changes, including acquisitions and dispositions. The Compensation Committee determined that no changes to our peer groupsGroup used in 2016 were necessary or appropriate for fiscal year 2016.used again in 2017.

              The following table contains the namesname of each company within both peer groups. As of December 31, 2016,2017, all of the peer companies (with the sole exception being(other than Boston Properties) rank between approximately 0.7x and 2.5x3.3x our Company's equity market capitalizationcapitalization. Boston Properties is outside these parameters and total market capitalization.is included in our peer groups because it is the largest public company in the office business and widely considered to be a blue chip company in the office sector.

Public REIT Peer Group		Office REIT Subset
Alexandria Real Estate Equities, Inc.		Alexandria Real Estate Equities, Inc.
Boston Properties, Inc.		Boston Properties, Inc.
Brandywine Realty Trust		Brandywine Realty Trust
Camden Property Trust		Columbia Property Trust, Inc.
Columbia Property Trust, Inc.		Douglas Emmett, Inc.
Douglas Emmett, Inc.		Highwoods Properties, Inc.
Highwoods Properties, Inc.		Hudson Pacific Properties, Inc.
Hudson Pacific Properties, Inc.		Piedmont Office Realty Trust, Inc.
Liberty Property Trust
Piedmont Office Realty Trust, Inc.
PS Business Parks, Inc.
Regency Centers Corporation
W.P. Carey, Inc.
Weingarten Realty Investors




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Elements of Compensation


Base Salary

              We pay our named executive officers base salaries to provide them with a predictable and stable source of cash income in order to compensate them for performing the requirements of their respective positions and to retain and motivate them.

              The Compensation Committee reviews each named executive officer's annual base salary on an annual basis, and any adjustments to an executive's base salary are based on the Compensation Committee's evaluation of the executive's performance in light of the corporate goals and objectives established by the Compensation Committee each year with respect to the compensation of the




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executive officers. In determining the appropriate annual base salary for each named executive officer, the Compensation Committee also considers the executive's contribution to the Company, the Company's performance and shareholder return, the amount of compensation payable to similarly-situated executives at comparable companies (including any increases in such compensation), any shareholder vote on compensation and any other factors the Compensation Committee deems necessary or appropriate in its discretion.

              On January 26, 2016,24, 2017, the Compensation Committee approved a 3% increase in the annual base salary for each of Messrs. Helfand, Markman, Weinberg and Shifrin for the 20162017 fiscal year. The Compensation Committee also approved a 22% increaseyear, as set forth in the annual base salary for Mr. Weinberg for the 2016 fiscal year.table below. The Compensation Committee approved these increases based on the factors discussed above in the preceding paragraph, and, with respect to Mr. Weinberg, in recognition of his increased contribution to the Company and to align his base salary with the base salaries of similarly-situated executives at comparable companies.paragraph.

​	​	​	​	​	​	​	​	​	​	​	​			​	​	​	​	​	​			​	​	​	​	​	​	​
		Named Executive Officer				2015 Base Salary				2016 Base Salary				Percent Change				Named Executive Officer				2016 Base Salary				2017 Base Salary
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		David A. Helfand				$600,000				$618,000				3%				David A. Helfand				$618,000				$636,540
​	​	​	​	​	​	​	​	​	​	​	​			​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Adam S. Markman				$450,000				$463,500				3%				Adam S. Markman				$463,500				$477,405
​	​			​	​	​	​			​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		David S. Weinberg				$450,000				$550,000				22%				David S. Weinberg				$550,000				$566,500
​	​	​	​			​	​	​	​	​	​	​	​	​	​		​			​	​	​	​			​	​	​
		Orrin S. Shifrin				$450,000				$463,500				3%				Orrin S. Shifrin				$463,500				$477,405
​	​	​	​	​	​	​	​	​	​	​	​			​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

              See the section below entitled "Compensation Discussion and Analysis – 20172018 Compensation Actions – 20172018 Base Salaries" for information on certain increases in the annual base salaries for the named executive officers that the Compensation Committee approved in 20172018 for the 20172018 fiscal year.

Annual Cash Incentive Compensation

              The Company's named executive officers are eligible to receive annual bonuses under the Company's Short-Term Annual Incentive Program (the "STIP") based on the achievement of certain performance criteria for the applicable fiscal year, as determined by the Compensation Committee. The purpose of the STIP is to encourage outstanding Company and individual performance by motivating the Company's executives to achieve short-term Company and individual goals by rewarding performance measured against key annual strategic objectives. STIP bonuses are paid 100% in cash.

              In January 2016,2017, the Compensation Committee approved corporate and individual performance goals for determining the amount of cash bonuses to be awarded to our named executive officers for the 20162017 fiscal year under the STIP. With respect toIn setting these goals, the corporate performance goals, the




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Compensation Committee did not believebelieved that, as an atypical REIT in the midst of repositioning the portfolio, standard REIT financial metrics were an appropriate measureassessing the performance of the Company's performance.our named executive officers would be difficult using purely objective, quantitative goals. Rather, the goals were based 33%50% on the achievement of the following objective corporate performance metrics, with threshold, target and maximum values established by the Compensation Committee at what it believed to be appropriately rigorous and challenging levels for each metric:

•

volume of property dispositions;



•

same property leased occupancy; and



•

same property cash net operating income.

              Specifically, in connection with our Board-approved dispositionoffice repositioning strategy, the Compensation Committee tied the Company's named executive officers' annual bonuses to this objective by measuring the volume of property dispositions.dispositions, taking into consideration the uncertainty




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regarding market conditions and the specific dispositions contemplated. Additionally, the Compensation Committee looked to quantify the effectiveness of our named executive officers in retaining and attracting tenants to the Company's assets, which is captured in the measurement of same property leased occupancy. Change in same property cash net operating income measures the named executive officers' ability to impact the Company's earnings at our assets, which captures both changes in rents and whether expenses are being properly controlled. The Compensation Committee selected these metrics as they believed that they are key indicators of whether we are successfully executing our business strategy. The Compensation Committee established the following rigorous threshold, target and maximum values for each metric, whereby the Company exceeded the maximum value for two metrics and exceeded the target value but fell short of the maximum for two metrics and fell below the minimum/threshold requirementvalue for the other metric:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Performance Metric				Percentage				Threshold				Target				Maximum				Actual
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Volume of Property Dispositions				33.33%				$500 Million				$1.0 Billion				$1.5 Billion				$1.26 Billion
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Same Property Leased Occupancy				33.33%				50 Basis Points below Target				2016 Budget				50 Basis Points above Target				180 Basis Points below Target
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Same Property Cash Net Operating Income1				33.33%				50 Basis Points below Target				2016 Budget				50 Basis Points above Target				17 Basis Points above Target
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Performance Metric				Percentage				Threshold				Target				Maximum				Actual
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Volume of Property Dispositions				33.33%				$350 Million				$500 Million				$650 Million				$1.022 Billion
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Same Property Leased Occupancy				33.33%				75 Basis Points below Target				91.17%				75 Basis Points above Target				77 Basis Points above Target
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Same Property Cash Net Operating Income1				33.33%				50 Basis Points below Target				$130.3 Million				50 Basis Points above Target				13 Basis Points above Target
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

              As shown in the table above, for fiscal year 2016,2017, the Company achieved the volume of property dispositions and same store property leased occupancy metrics in excess of the maximum value established by the Compensation Committee for each such metric, and therefore the Compensation Committee awarded maximum credit for each such metric for purposes of determining the bonus payouts. The Company achieved the same property cash net operating income metricsmetric between the target and the maximum values established by the Compensation Committee for each such metric, and interpolated between those levels for purposes of determining the bonus payouts.

              The Companyvolume of property dispositions was achieved in excess of maximum because we were able to take advantage of a strong market to sell more assets than we anticipated, including: (i) the same property leased occupancy metric belowsale of 1500 Market Street in Philadelphia, PA, for a gross sales price of $328 million, and (ii) 1600 Market Street in Philadelphia, PA, being classified as held for sale for $160 million as of December 31, 2017.

              The other 50% of award determinations under the threshold value established bySTIP for fiscal year 2017 were based on the achievement of subjective individual performance goals that the Compensation Committee established for such metric, resultingeach of our named executive officers. In setting these goals for 2017, the Compensation Committee believed that, as the Company continued to execute on its strategy, the performance of our named executive officers would be difficult to assess with purely objective, quantitative goals. Since assuming responsibility for operations from our former external manager in no bonus payout2014, we have focused on rationalizing and upgrading our portfolio through asset dispositions and investments in higher quality properties. We have generated a significant amount of cash through asset dispositions, which we will look to use in the future to make opportunistic investments that further improve the quality for this metric.our portfolio and create long-term value for our shareholders. If we do not redeploy our capital, we may

   

¹ Cash Net Operating Income is net operating income, or NOI, excluding the effects of straight line rent adjustments, lease value amortization, and lease termination fees. The year-to-date same property versions of these measures include the results of properties continuously owned from January 1, 20152017 through December 31, 2016. Land parcels and properties2017. Properties classified as held for sale within our condensed consolidated balance sheets are excluded from the same property versions of these measures.measures and included in volume of property dispositions. Please see footnote 3 on page 3331 of the Company's Annual Report on Form 10-K for the year ended December 31, 20162017 for a description of NOI.




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              The other 67% of award determinations under the STIP for fiscal year 2016 were based on the achievement of subjective individual performance goals that the Compensation Committee established for each of our named executive officers. The Compensation Committee believes that in the near term, assell or liquidate the Company continues to execute on its new strategic direction, the performance of our named executive officers will be difficult to assess with purely objective, quantitative goals. Since the completion of our transition to being an internally managed REIT in 2015, we have focused on rationalizing and upgrading our portfolio through asset dispositions and investments in higher quality and more profitable properties. We have generatedif such a significant amount of cash through asset dispositions, which we will look to use to make opportunistic investments that further improve the quality for our portfolio and create long-term value for our shareholders. The Compensation Committee does not believe that at this time, standard REIT financial metrics are an appropriate gauge of our performance given our focus on asset dispositions and repositioning our portfolio.sale or liquidation maximizes shareholder value. In order to continue to motivate our named executive officers and reward their performance during this time of transition, the Compensation Committee determined that it is appropriate for subjective individual performance goals to play a meaningful role in determining the named executive officers' annual bonuses for the 20162017 fiscal year. The Compensation Committee expects to continue to shift to more objective, quantitative goals for the STIP following the completion of the Company's repositioning.STIP. As set forth in the table below, the Company has progressively made a transition in that directionto more objective, quantitative goals for the STIP since the Company assumed responsibility for its operations from its former external manager in 2014, subsequently completed the internalization of management in 2015 and undertook to reposition the portfolio:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​			​	​	​	​	​	​	​	​	​	​			​	​	​
		Bonus Determination				2015				2016				2017				Bonus Determination				2015				2016				2017				2018
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​			​	​	​	​	​	​	​
		Percentage Based on Objective Goals				0%				33%				50%				Percentage Based on Objective Goals				0%				33%				50%				67%
​	​			​	​	​	​			​	​	​	​	​	​	​	​	​	​			​	​	​	​	​	​	​	​	​	​			​	​	​
		Percentage Based on Subjective Goals				100%				67%				50%				Percentage Based on Subjective Goals				100%				67%				50%				33%
​	​	​	​			​	​	​	​	​	​	​	​	​	​		​			​	​	​	​			​	​	​	​	​	​	​	​	​	​

              The 20162017 individual goals for our named executive officers included, among others:

•

for Mr. Helfand, providing leadership to create value for all of our stakeholders, leading the underwriting and evaluation of future growth opportunities, facilitating effective board and senior management leadership, communication and teamwork, fosteringmaintaining a corporate culture grounded in our core values, that promotes integritynurturing a work environment where employees are given growth opportunities and achievement through a period of transition,rewarded for their success, and cultivating relationships with senior executives in the real estate and investment communities to raise our profile and maximize investment opportunities;



•

for Mr. Markman, providing leadership for our accounting, financial and information technology professionals, managing tax planning and reporting, cultivating and improving relationships with institutional investors and analysts, improvingproviding access to capital through growing relationshipscontinued dialogue with rating agencies, and investment banks, evaluating and executing on growth opportunities, effectively managing our accounting and tax functions, and supporting the maintenance and enhancement ofoverseeing our corporate earningsmodel, and net asset value models;seeking out and evaluating growth opportunities;



•

for Mr. Weinberg, effectively managingmaximizing the Companyvalue of dispositions in light of changing market conditions, enhancing property valuations, seeking out and our third partyevaluating acquisition opportunities, overseeing efficient and effective property manager, CBRE, Inc., overseeing dispositions, increasing acquisition activity,capital allocation, and fostering and developing our investment professionals, asset managers and financial analysts; and



•

for Mr. Shifrin, providing valuable legal advice on real estate, public market and transactional-related matters, proactively supporting property operations and leasing to enhance efficiencies while promoting compliance with laws and regulations, facilitating effective board and senior management leadership infused with the highest level of ethical integrity, including by maintaining a "best in class" corporate governance and compliance environment, facilitating effective and cost-efficient insurance procurement taking into account the changing portfolio, and encouraging an effective risk management culture.culture, aggressive claims management and competitive insurance pricing taking into account our changing portfolio, and effectively managing and allocating internal and external legal resources.

              Based upon its review and analysis of these individual goals, the Compensation Committee determined that achievement at 90% of maximum was appropriate for each of our named executive officers on the subjective component of their STIP award for fiscal 2017.




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              The threshold, target and maximum annual bonus amounts for Messrs. Helfand, Weinberg, Markman and Shifrin under the STIP for fiscal year 2016,2017, as a percentage of their respective annual base salaries, were as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Named Executive Officer				Threshold				Target				Maximum				Named Executive Officer				Threshold				Target				Maximum
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		David A. Helfand				75%				150%				225%				David A. Helfand				75%				150%				225%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Adam S. Markman				50%				100%				150%				Adam S. Markman				50%				100%				150%
​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​
		David S. Weinberg				50%				100%				150%				David S. Weinberg				50%				100%				150%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Orrin S. Shifrin				50%				100%				150%				Orrin S. Shifrin				50%				100%				150%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

              On January 24, 2017, as set forth in the table below,29, 2018, the Compensation Committee approved the following cash bonus awards under the STIP for the named executive officers for fiscal year 2016: (i) Mr. Helfand, $1,177,290; (ii) Mr. Markman, $588,645; (iii) Mr. Weinberg, $698,500; and (iv) Mr. Shifrin, $588,645.2017:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Named Executive Officer				Threshold (0.5x)				Target (1.0x)				Maximum (1.5x)				Actual1				Named Executive Officer				Threshold (0.5x)				Target (1.0x)				Maximum (1.5x)				Actual
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		David A. Helfand				$463,500				$927,000				$1,390,500				$1,177,290				David A. Helfand				$477,405				$954,810				$1,432,215				$1,301,659
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Adam S. Markman				$231,750				$463,500				$695,250				$588,645				Adam S. Markman				$238,703				$477,405				$716,108				$650,829
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		David S. Weinberg				$275,000				$550,000				$825,000				$698,500				David S. Weinberg				$283,250				$566,500				$849,750				$772,289
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Orrin S. Shifrin				$231,750				$463,500				$695,250				$588,645				Orrin S. Shifrin				$238,703				$477,405				$716,108				$650,829
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

              The actual bonus payout was calculated as follows: (1) for the individual goals, the Compensation Committee determined that achievement at 90% of maximum was appropriate for 2017; and (2) for the corporate goals, (a) for the volume of property dispositions and same store property leased occupancy metrics, achievement above maximum, resulting in maximum payout, and (b) for the same property cash net operating income metric, achievement between target and maximum with interpolation between these levels for actual payout.

              The bonus amount awarded to each of Messrs. Helfand, Markman, Weinberg and Shifrin is between the target and maximum bonus amounts that were established for the executive. The Compensation Committee determined the bonus amounts based on the level of achievement of the applicable corporate performance metrics (with each metric weighted equally) and its subjective assessment of each executive's achievement of the applicable individual performance goals. In determining the bonus amounts for fiscal year 2016,2017, the Compensation Committee also considered, among other things, the successful execution of the Company's business strategy and each of the executive's contributions to the improvement of the Company's capital structure.




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Long-Term Equity Compensation

              For 2016,2017, the Company's named executive officers were eligible to receive annual equity awards with time-based vesting requirements such as restricted shares, and annual equity awards with a combination of time and performance-based vesting requirements, such as restricted share units ("RSUs"),in each case under our Long-Term Incentive Compensation Program (the "LTIC Program"). The purpose of the LTIC Program is to attract and retain talented executives and key employees, to motivate future performance and to link compensation to performance of the Company's stock over a multi-year period. The Compensation Committee believes that it is appropriate to use a combination of time and performance-based awards in order to attract and retain talented executives and key employees, and to link compensation to performance of the Company's stock over a multi-year period. The Compensation Committee grants LTIC Program awards to our named executive officers in January of each fiscal year. The amount of awards granted to each executive is determined based on his performance and the

¹ The actual bonus payout was calculated as follows: (1) for the individual goals, achievement at maximum for actual payout; and (2) for the corporate goals, (a) for the volume of property dispositions and same property cash net operating income, achievement between target and maximum with interpolation between these levels for actual payout, and (b) for same property leased occupancy, achievement below threshold, resulting in no actual payout.




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Company's performance during the prior fiscal year. We grant equity awards under the Equity Commonwealth 2015 Omnibus Incentive Plan, as amended (the "2015 Omnibus Plan'). Prior to obtaining shareholder approval of the 2015 Omnibus Plan at our 2015 annual meeting of shareholders, we granted equity awards under the Equity Commonwealth 2012 Equity Compensation Plan, as amended (the "2012 Equity Plan"). The 2015 Omnibus Plan replaced the 2012 Equity Plan, under which no additional awards will be granted.

              The Company's named executive officers (and other employees who are eligible to receive long term incentive compensation as part of their annual compensation package) were given the option to elect to receive their 2016 LTIC Program awards (which were granted in 2017) in the form of (x) restricted shares with time-based vesting requirements ("LTIC Shares") and restricted share units with both time-based and performance-based vesting requirements ("LTIC RSUs"), or (y) LTIP Units, which are discussed in more detail in the next paragraph. Messrs. Helfand, Weinberg and Shifrin elected to receive their 2016 LTIC Program awards in the form of LTIC Shares and LTIC RSUs, and Mr. Markman elected to receive his 2016 LTIC Program awards in the form of LTIP Units.

              LTIP Units are a special class of interests in EQC Operating Trust (the "Operating Trust") that may be issued to employees, officers or trustees of the Operating Trust, the Company or their subsidiaries ("LTIP Units"). The Operating Trust is the entity through which we now conduct our business following our conversion to an UPREIT in 2016. LTIP Units are structured to qualify as "profits interests" for tax purposes. Each LTIP Unit will convert automatically into a share of beneficial interest, designated as a unit, in the Operating Trust (an "OP Unit") on a one-for-one basis when the LTIP Unit becomes vested and upon equalization of its capital account with the per-unit capital account of the OP Units. Holders of OP Units (other than the Company) generally have the right, commencing six months from the date of issuance of such OP Units, to cause the Operating Trust to redeem their OP Units in exchange for cash or, at the option of the Company, Common Shares on a one-for-one basis.




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              The following illustrations show the performance periods and vesting schedules for the LTIC Program awards. The duration of the LTIC Program awards is four years from start to finish including performance criteria and further vesting.

Performance-Based Awards (67% of LTIC Program Awards)



Time-Based Awards (33% of LTIC Program Awards)



              LTIC SharesTime-Based Awards. For each executive,of Messrs. Helfand, Weinberg and Shifrin, 33% of thehis target LTIC Program award consists of equity awardstime-based LTIC Shares. For Mr. Markman, 33% of his target LTIC Program award consists of LTIP Units with time-based vesting requirements such as restricted shares ("LTIC Shares"Time-Based LTIP Units"). In January 2016,2017, the Compensation Committee granted 37,98733,482 LTIC Shares to Mr. Helfand, 15,930 LTIC Shares14,401 Time-Based LTIP Units to Mr. Markman, 19,60616,662 LTIC Shares to Mr. Weinberg and 12,25410,801 LTIC Shares to Mr. Shifrin. Based on the closing price per share of our common shares of beneficial interest, $0.01 par value per share (the "Common Shares"), of $26.93$31.47 on January 26, 2016,24, 2017, the LTIC Shares and Time-Based LTIP Units, as applicable, had a value on the grant date of $1,022,990, $527,990, $428,995$1,053,679, $441,870, $524,353 and $330,000$339,907 for Messrs. Helfand, Markman, Weinberg and Shifrin, respectively.

              The LTIC Shares and Time-Based LTIP Units will vest 25% on the "Measurement Date" (as defined below) in February of the calendar year during which the second anniversary of the grant date occurs, 25% on the Measurement Date in February of the calendar year during which the third anniversary of the grant date occurs and 50% on the Measurement Date in February of the calendar year during which the fourth anniversary of the grant date occurs, subject to the executive's continued employment with the Company through the applicable vesting date. The term "Measurement Date"




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means either (x) the date in February of the applicable calendar year on which the Compensation Committee meets to determine the level of achievement of the performance criteria with respect to any performance-based equity awards or, (y) if there are no such awards for which performance is required to be measured during the applicable calendar year, the first date in February of such calendar year on which the Compensation Committee meets or takes an action by unanimous written consent. Each LTIC Share entitles the named executive officer to receive any dividends declared on the Common Shares beginning on the grant date of the LTIC Share. Each Time-Based LTIP Unit generally entitles Mr. Markman to receive the same per-unit distributions as the other OP Units of the Operating Trust.

              LTIC RSUsPerformance-Based Awards. TheFor each of Messrs. Helfand, Weinberg and Shifrin, the other 67% of thehis target LTIC Program award for each executive consists of equity awardsLTIC RSUs, which have time-based and performance-based vesting requirements. For Mr. Markman, the other 67% of his target LTIC Program award consists of LTIP Units with time-based and performance-based vesting requirements such as RSUs (the "LTIC RSUs"("Performance-Based LTIP Units"). Each LTIC RSU represents the right to receive one Common Share. In January 2016,2017, the Compensation Committee granted 77,12667,979 LTIC RSUs to Mr. Helfand, , 32,343 LTIC RSUs28,507 Performance-Based LTIP Units to Mr. Markman, 39,80733,829 LTIC RSUs to Mr. Weinberg and 24,87921,929 LTIC RSUs to Mr. Shifrin, which is the number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that each executive will earn if the applicable performance measure is achieved at the target level. The actual number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that each executive will earn will be between 0% and 249.25% of the number of LTIC RSUsunits granted to him, depending on the achievement of the applicable performance criteria. Based on the closing price per Common Share of $26.93$31.47 on January 26, 2016,24, 2017, the number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that will be earned by the executives if the Company's performance is at the target level had a value on the grant date of $2,077,003, $1,072,003, $870,997$2,139,299, $897,115, $1,064,599 and $669,991$690,106 for Messrs. Helfand, Markman, Weinberg and Shifrin, respectively. Since the number of LTIC RSUs and Performance-Based LTIP Units that will be earned, if any, will not be determined until the end of the three-year performance period, the actual value of the LTIC RSUs and Performance-Based LTIP Units could be higher or lower than the foregoing target levels, depending on the Company's achievement of the applicable performance criteria.

              The performance measure for the LTIC RSUs and Performance-Based LTIP Units is the TSR of the Company's Common Shares over a three-year performance period relative to the TSRs of the companies that comprise the NAREIT Office Index over the same period of time, provided that only companies that are public throughout the entire performance period will be included for purposes of calculating the relative TSR comparison. After the Company's TSR percentile is determined, the number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that will be




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earned by an executive will be determined by multiplying the number of LTIC RSUsunits that was granted to the executive by the applicable percentage listed in the table below.following table.




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​	​	​	​	​	​	​	​	​
		Company TSR Relative to NAREIT Office Index TSRs over Performance Period				% of Granted LTIC RSUs Earned1
​	​	​	​	​	​	​	​	​
		90th Percentile and Above				249.5%
​	​	​	​	​	​	​	​	​
		80th Percentile				212.0%
​	​	​	​	​	​	​	​	​
		70th Percentile				174.5%
​	​	​	​	​	​	​	​	​
		60th Percentile				137.0%
​	​	​	​	​	​	​	​	​
		50th Percentile (Target)				100.0%
​	​	​	​	​	​	​	​	​
		40th Percentile				68.5%
​	​	​	​	​	​	​	​	​
		30th Percentile				37.5%
​	​	​	​	​	​	​	​	​
		25th Percentile				25.5%
​	​	​	​	​	​	​	​	​
		Below 25th Percentile				0.0%
​	​	​	​	​	​	​	​	​

              If the Company's total TSR for the performance period is negative, any LTIC RSUs or Performance-Based LTIP Units deemed earned based on the table above will be reduced by 25%. To the extent performance falls between two levels in the table above, linear interpolation will apply in determining the percentage of the LTIC RSUs and Performance-Based LTIP Units that are earned. Any LTIC RSUs or Performance-Based LTIP Units that do not become earned at the end of the performance period will be forfeited.

              The LTIC RSUs and Performance-Based LTIP Units will vest, if at all, as follows: (i) 50% following the conclusion of the performance period on the date that the Compensation Committee determines whether and to what extent the performance criteria have been achieved, and (ii) 50% on the Measurement Date in February of the calendar year during which the fourth anniversary of the grant date occurs, subject in each case to the executive's continued employment with the Company through such date. Earned LTIC RSUs and Performance-Based LTIP Units, if any, will generally be paid out as soon as practicable following the applicable vesting date. The Compensation Committee believes that subjecting 50% of any earned LTIC RSUs and Performance-Based LTIP Units to an additional one-year vesting period further serves to motivate andhelp retain our named executive officers and to align their interests with the interests of our shareholders.officers.

              The named executive officers will not be entitled to receive any dividends with respect to the Common Shares underlying the LTIC RSUs unless and until the LTIC RSUs are earned, at which time each executive will be entitled to receive an amount in cash equal to the aggregate amount of ordinary cash dividends that would have been paid in respect of the Common Shares underlying the executive's earned LTIC RSUs had such Common Shares been issued to the executive on the first day of the performance period. Following the performance period, each executive will be entitled to receive, in respect of each earned LTIC RSU held by the executive, whether or not vested, an amount in cash equal to the per share amount of any ordinary cash dividend paid by the Company to the shareholders, which amount will be paid to the executive within 60 days following the date that the dividend is paid to the shareholders. Mr. Markman will not be entitled to participate in distributions with respect to his Performance-Based LTIP Units until expiration of the applicable performance period, at which time he generally will become entitled to receive a special catch up distribution in respect of his earned Performance-Based LTIP Units, if any, for the periods prior to such time.

   

¹The actual number of LTIC RSUs or Performance-Based LTIP Units, as applicable, earned will be the number of LTIC RSUsunits awarded to each executive, which is the target number of LTIC RSUsunits that can be earned, multiplied by the applicable percentage listed in the table above. The actual number of LTIC RSUs or Performance-Based LTIP Units, as applicable, will be determined at the end of the three-year performance period. The percentages listed in the table above are rounded to the nearest 0.5%.




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              The following charts illustratechart below illustrates the performance for the outstanding LTIC RSUs and Performance-Based LTIP Units that were granted to our named executive officers in 2014, 2015, and 2016 and 2017, compared to the percentagegrant date fair value of such awards. The target fair value amounts represent the grant date fair value of the performance-based awards based on the Monte Carlo simulation model conducted at the times the awards were granted. With respect to the LTIC RSUs granted to our named executive officers in 2014, the chart shows the value of such LTIC RSUs that was earned in 2017 based on actual performance measured at the end of the three-year performance period ending on October 28, 2017. With respect to the LTIC RSUs and Performance-Based LTIP Units granted to our named executive officers in 2015, 2016 and 2017, the chart shows the value of each such tranche of LTIC RSUs that would becomebe earned based on actualassuming a performance throughmeasurement date of, and the share price at, December 31, 2016.2017. The actual number of LTIC RSUs and Performance-Based LTIP Units in each such tranche that will become earned will be determined at the end of the applicable performance period.period using relative TSR compared to our peers and therefore the chart is not representative of the actual amount to be earned. The use of the relative TSR metric for a significant portion of our long-term incentive compensation ensures that our compensation is aligned with the interests of our shareholders.





              The target fair value amounts shown in the chart above represent the total accounting expense for each tranche, which we recognize ratably over the applicable vesting period. We do not adjust this recorded expense either during the performance period or based on actual value received at the end of such period. To date, the value of the awards that have completed their performance period is less than the target fair value reported as an expense for such awards. Similarly, as shown in the chart above, assuming a performance measurement date of December 31, 2017 for the awards that have not completed their performance period as of December 31, 2017, the value of the awards would be less than the target fair value recorded as an expense for such awards. The ultimate value of the 2016 and 2017 awards will be determined at their actual measurement date in the future, which may result in a value different than shown above. As discussed below, the performance of the 2015 awards was determined by the Compensation Committee on February 7, 2018.




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              The following illustrations showOn November 8, 2017, the Compensation Committee approved the level of achievement of the performance periodsmeasure with respect to the special awards of LTIC RSUs that were granted to the named executive officers on October 28, 2014. The Compensation Committee determined that the TSR of the Company's Common Shares over the three-year performance period commencing on October 28, 2014 and ending on October 28, 2017, relative to the TSRs of the companies that comprised the NAREIT Office Index over the same period of time, was in the 39th percentile. Accordingly, approximately 72% of the target LTIC RSUs granted to each executive became earned (114,317 for Mr. Helfand, 38,106 for Mr. Markman, 38,106 for Mr. Weinberg and 38,106 for Mr. Shifrin). 50% of such earned LTIC RSUs vested on November 8, 2017, when the Compensation Committee approved the performance measurement, and 50% are scheduled to vest on October 28, 2018, subject to the terms and conditions of the applicable award agreements.

              On December 12, 2017, the Compensation Committee approved an amendment to the vesting schedules forschedule of each outstanding LTIC Program award that was granted in 2015, 2016 and 2017, to provide that all tranches of each time-based award and the second tranche of each performance-based award will vest on the Measurement Date in February of the applicable calendar year, as described above with respect to the awards granted in 2017, instead of in January of the applicable calendar year, subject to the terms and conditions of the applicable award agreement. As a result of this amendment to move the vesting dates from January to February, each tranche of each LTIC Program award is scheduled to vest on the same date during the applicable calendar year, making the LTIC Program awards. The durationmore efficient to administer.

              On February 7, 2018, the Compensation Committee approved the level of achievement of the performance measure with respect to the LTIC Program awards is four years from startRSUs that were granted to finish includingour named executive officers on January 28, 2015. The Compensation Committee determined that the TSR of the Company's Common Shares over the three-year performance criteriaperiod commencing on January 28, 2015 and further vesting.

Performance-Based Awards (67%ending on January 28, 2018, relative to the TSRs of the companies that comprised the NAREIT Office Index over the same period of time, was in the 53rd percentile. Accordingly, approximately 109.8% of the target LTIC Program Awards):



Time-Based Awards (33%RSUs granted to each executive became earned (85,768 for Mr. Helfand, 35,968 for Mr. Markman, 35,968 for Mr. Weinberg and 27,667 for Mr. Shifrin). 50% of such earned LTIC Program Awards):

RSUs vested on February 7, 2018, when the Compensation Committee approved the performance measurement, and 50% are scheduled to vest on the Measurement Date in February of 2019, subject to the terms and conditions of the applicable award agreements.

              The treatment of the LTIC Shares, andTime-Based LTIP Units, LTIC RSUs and Performance-Based LTIP Units upon a termination of the executive's employment and/or a change in control of the Company is described below in the section entitled "Potential Payments Upon Termination or Change in Control."

No Employment Agreements or Severance Plans

              OurThe Company currently does not have any employment agreements or severance arrangements with any of our named executive officers, do not have employment agreements with the Company, and they are not entitled to receive any severance payments or benefits upon a termination of employment, other than the acceleration of all or a portion of their outstanding equity awards upon certain terminations of employment or in connection with a change in control of the Company, as described below in the section entitled "Potential Payments Upon Termination or Change in Control." The Board retains the discretion to enter into severance agreements or otherwise provide severance benefits to our named executive officers.




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Other Employee Benefits and Perquisites

              We provide to all our employees, including our named executive officers, broad-based health and welfare benefits that are intended to help attract and retain employees while providing them with health and welfare security.employees. Our named executive officers are eligible to receive the same benefits, including life and health benefits and vacation, holiday and sick time, that are available to all employees. We do not provide executive perquisites to our named executive officers.




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Other Compensation Practices and Policies


Stock Ownership Guidelines

              We believe that equity ownership by our officers helps align their interests with our shareholders' interests. To that end, we have adopted formal stock ownership guidelines applicable to all of our named executive officers. On an annual basis, we evaluateofficers with the ownership status of the named executive officers.following key terms:

•

              Pursuant to our Corporate Governance Guidelines, our Chief Executive Officer is required to own our securities equal in value to at least fivesix times his base salary.



•

Each of our other named executive officers is required to own our securities equal in value to at least three times his base salary.



•

Each named executive officer has five years to comply with the ownership requirement and is required to hold shares at this level while serving in his position. Each



•

Mandatory holding period that requires named executive officer mustofficers to retain all net securities (after payment of applicable taxes) earned from any equity award until the applicable stock ownership requirement is achieved.

              All of our named executive officers are in compliance with our stock ownership guidelines as of the date of this Proxy Statement. See the section below entitled "Trustee Compensation – Stock Ownership Guidelines" for a discussions of the stock ownership guidelines applicable to non-employee trustees.

Anti-Hedging and Anti-Pledging Policies

              The Board has adopted restrictions on hedging and pledging securities issued by the Company. With respect to hedging, our trustees, executive officers employees and their family members who reside with them are prohibited from trading in any interest relating to the future price of the Company's securities, such as a put, call or short sale. With respect to pledging, trustees, executive officers employees and their family members who reside with them are prohibited from holding securities issued by the Company in a margin account or pledging these securities as collateral for a loan. The Board may grant exceptions to this anti-pledging policy. No such exceptions have been granted for trustees, executive officers or their family members since the implementation of the policy on July 31, 2014.

Tax Deductibility of Executive Compensation

              Under Section 162(m) of the Internal Revenue Code, a public companypublicly held corporation generally is limited to a $1 million annual tax deduction for compensation paid to each of its "covered employees." Prior to the enactment of the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017 (the "TCJA"), a publicly held corporation's covered employees included its chief executive officer or anyand




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three other most highly compensated executive officers (other than the chief financial officer). This limitation does, and certain "qualified performance-based compensation" was excluded from the $1 million deduction limit. The TCJA made certain changes to Section 162(m), effective for taxable years beginning after December 31, 2017. These changes include, among others, expanding the definition of "covered employee" to include a publicly held corporation's chief financial officer and repealing the qualified performance-based compensation exception, subject to a transition rule for remuneration provided pursuant to a written binding contract which was in effect on November 2, 2017, and which was not applymodified in any material respect on or after that date.

              As a result of our conversion to an UPREIT in November 2016, substantially all of the services rendered by our executive officers are performed on behalf of the Operating Trust, for which the Company serves as the sole trustee. The Internal Revenue Service has issued a series of private letter rulings which indicate that compensation that meets the requirements under Section 162(m) for qualifying performance-based compensation. The 2015 Omnibus Plan is intendedpaid by an operating partnership to permit awards that comply with the Section 162(m) exception for qualifying performance-based compensation. The Company believes that because it qualifies asexecutive officers of a real estate investment trust under the Internal Revenue Code and pays dividends sufficientthat serves as its general partner is not subject to minimize federal income taxes, the payment of compensation that may not satisfy the requirementslimitation under Section 162(m) for qualified performance-basedto the extent such compensation generally willis attributable to services rendered to the operating partnership. We have not materially affectobtained a ruling on this issue, but we believe the Company's net income.same conclusion applies to us. For these reasons,this reason, the Compensation Committee's compensation policy and practices may not be directly guided by considerations relating to Section 162(m).

Clawback Policy

              The Compensation Committee adopted a clawback policy in 2014, pursuant to which if the Company is required to restate its financial results due to material noncompliance with any financial reporting requirement under the securities laws as a result of misconduct, the Chief Executive Officer




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and Chief Financial Officer must reimburse the Company for (i) any bonus or other incentive-based or equity-based compensation received during the 12 months following the public issuance of the non-compliant document, and (ii) any profits realized from the sale of its securities during those 12 months. In March 2017, the Compensation Committee modified the clawback policy so that it now applies to all of our named executive officers. In connection with the requirement under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 that we implement a policy providing for the recovery of incentive-based compensation subject to recoupment following a required accounting restatement, we intend to revise our clawback policy after final rules are issued by the Securities and Exchange Commission to conform to such rules.

20172018 Compensation Actions


2018 Target Pay Mix

              In 2017, the Compensation Committee, in consultation with its independent compensation consultant, conducted a comprehensive review of compensation levels and structures within the Company's peer group. The results of this review indicated that overall pay levels were generally appropriate, but that cash compensation was generally lower than at peer group companies and equity-based compensation was generally higher than at peer group companies. On January 29, 2018, in order to better align the pay mix of our named executive officers to that of the Company's peers, the Compensation Committee approved an adjustment to the target pay mix of each named executive officer to allocate more pay to base salary and annual cash bonuses. For fiscal year 2018, the total target compensation for our Chief Executive Officer is allocated 40% to cash compensation and 60% to long-term equity incentive compensation, and the average total target compensation for our other named executive officers is allocated 47% to cash compensation and 53% to long-term equity incentive compensation. For fiscal year 2018, the Compensation Committee approved a 3.5% increase in each




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executive officer's targeted total compensation, which the Company considers the proper metric to use in analyzing pay increases.

2018 Base Salaries

              On January 24, 2017,29, 2018, in connection with the change in target pay mix discussed above (i.e., the adjustment to target pay mix to allocate more pay to cash), the Compensation Committee analyzed targeted total compensation and approved a 3% increasethe increases in base salary set forth in the annual base salary for each of Messrs. Helfand, Markman, Weinberg and Shifrintable below for the 20172018 fiscal year. TheIn determining the amount of each increase, the Compensation Committee approved these increases in recognition ofconsidered each named executive officer's contribution to the Company taking into considerationand the base salary increasessalaries of similarly-situated executives at the companies in the Company's peer group.

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		Named Executive Officer				2016 Base Salary				2017 Base Salary				Percent Change				Named Executive Officer				2017 Base Salary				2018 Base Salary				Percent Change
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		David A. Helfand				$618,000				$636,540				3%				David A. Helfand				$636,540				$800,000				26%
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		Adam S. Markman				$463,500				$477,405				3%				Adam S. Markman				$477,405				$550,000				15%
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		David S. Weinberg				$550,000				$566,500				3%				David S. Weinberg				$566,500				$625,000				10%
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		Orrin S. Shifrin				$463,500				$477,405				3%				Orrin S. Shifrin				$477,405				$550,000				15%
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20172018 STIP Performance Goals

              In January 2017,2018, the Compensation Committee approved a modification to the STIP for fiscal year 2017. Specifically, 50%determined that 67% of award determinations under the STIP for fiscal year 20172018 will be based on the achievement of objective, quantitative corporate performance metrics and 50%33% of award determinations under the STIP for fiscal year 20172018 will be based on the achievement of subjective, individual performance goals. The Compensation Committee expects to continue togoals, continuing its shift to more objective, quantitative goals for the STIP following the completion of the Company's repositioning.STIP. As set forth in the table below, the Company has progressively made a transition in that direction since the Company assumed responsibility for its operations from its former external manager in 2014, subsequently completed the internalization of management in 2015 and undertook to reposition the portfolio:portfolio.

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		Bonus Determination				2015				2016				2017				Bonus Determination				2015				2016				2017				2018
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		Percentage Based on Objective Goals				0%				33%				50%				Percentage Based on Objective Goals				0%				33%				50%				67%
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		Percentage Based on Subjective Goals				100%				67%				50%				Percentage Based on Subjective Goals				100%				67%				50%				33%
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              The threshold, target and maximum annual bonus amounts for Messrs. Helfand, Weinberg, Markman and Shifrin under the STIP for fiscal year 2018, as a percentage of their respective annual base salaries, remained the same as the corresponding amounts for fiscal year 2017, as follows: 75%, 150% and 225%, respectively, for Mr. Helfand; and 50%, 100% and 150%, respectively, for each of Messrs. Markman, Weinberg and Shifrin.

20162017 LTIC Program Awards

              On January 24, 2017,29, 2018, the Compensation Committee approved the grant of equity awards to our named executive officers for fiscal year 20162017 performance and to motivate future performance and further align the interests of our executive officers and our shareholders pursuant to the LTIC Program.




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The named executive officers (and other employees who are eligible to receive long-term incentive compensation as part of their annual compensation package) were given the option to elect to receive their 20162017 LTIC Program awards in the form of (x) LTIC Shares and LTIC RSUs or (y) LTIP Units.




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Each of our named executive officers elected to receive their 2017 LTIC Program awards in the form of LTIC Shares and LTIC RSUs or in the form of LTIP Units, which are discussed in more detail below. Messrs. Helfand, Weinberg and Shifrin elected to receive their 2016 LTIC Program awards in the form of LTIC Shares and LTIC RSUs, and Mr. Markman elected to receive his 2016 LTIC Program awards in the form of LTIP Units.RSUs.

              For each of Messrs. Helfand, Weinberg and Shifrin,our named executive officers, 33% of the executive's target LTIC Program award consists of LTIC Shares and 67% consists of LTIC RSUs. For Mr. Markman, 33% of his target LTIC Program award consists of LTIP Units with time-based vesting requirements (the "Time-Based LTIP Units") and 67% consists of LTIP Units with time-based and performance-based vesting requirements (the "Performance-Based LTIP Units"). The table below lists the 20162017 LTIC Program awards that were granted by the Compensation Committee to each named executive officer in January 2017,2018, which were all granted under the 2015 Omnibus Plan.

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		Named Executive Officer				Time-Based LTIC Shares				Performance-Based LTIC RSUs				Time-Based LTIP Units				Performance-Based LTIP Units				Named Executive Officer				Time-Based LTIC Shares				Performance-Based LTIC RSUs
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		David A. Helfand				33,482				67,979				—				—				David A. Helfand				36,444				73,992
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		Adam S. Markman				—				—				14,041				28,507				Adam S. Markman				15,283				31,029
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		David S. Weinberg				16,662				33,829				—				—				David S. Weinberg				18,136				36,821
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		Orrin S. Shifrin				10,801				21,929				—				—				Orrin S. Shifrin				11,756				23,868
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LTIC Shares.    Based on the closing price per Common Share of $31.47$29.78 on January 24, 2017,29, 2018, the LTIC Shares granted to Messrs. Helfand, Markman, Weinberg and Shifrin had a grant date value of $1,053,679, $524,353$1,085,302, $455,128, $540,090 and $339,907,$350,094, respectively.

LTIC RSUs.    Based on the closing price per Common Share of $31.47$29.78 on January 24, 2017,29, 2018, the number of LTIC RSUs that will be earned by the executives if the Company's performance is at the target level had a value on the grant date of $2,139,299, $1,064,599$2,203,482, $924,044, $1,096,529 and $690,106$710,789 for Messrs. Helfand, Markman, Weinberg and Shifrin, respectively. The actual number of LTIC RSUs that each executive will earn will be between 0% and 249.25% of the number of LTIC RSUs granted to him, depending on the achievement of the applicable performance criteria. Since the number of LTIC RSUs that will be earned, if any, will not be determined until the end of the three-year performance period, the actual value of the LTIC RSUs could be higher or lower than the foregoing target levels, depending on the Company's achievement of the applicable performance criteria.

              The LTIC Shares and LTIC RSUs granted in 20172018 have the same terms and conditions as the LTIC Shares and LTIC RSUs granted in 2016,2017, as described above in the section entitled "Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity Compensation." The treatment of the LTIC Shares and LTIC RSUs granted in 20172018 upon a termination of the executive's employment and/or a change in control of the Company is the same as the treatment of the LTIC Shares and LTIC RSUs granted in 20162017 in such circumstances, as described below in the section entitled "Potential Payments Upon Termination or Change in Control."

LTIP Units.    LTIP Units are a special class of interests in EQC Operating Trust (the "Operating Trust") that may be issued to employees, officers or trustees of the Operating Trust, the Company or their subsidiaries ("LTIP Units"). The Operating Trust is the entity through which we now conduct our business following our conversion to an UPREIT in 2016. LTIP Units are structured to qualify as "profits interests" for tax purposes. Each LTIP Unit will convert automatically into a share of




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beneficial interest, designated as a unit, in the Operating Trust (an "OP Unit") on a one-for-one basis when the LTIP Unit becomes vested and upon equalization of its capital account with the per-unit capital account of the OP Units. Holders of OP Units (other than the Company) generally have the right, commencing six months from the date of issuance of such OP Units, to cause the Operating Trust to redeem their OP Units in exchange for cash or, at the option of the Company, Common Shares on a one-for-one basis.

              The Time-Based LTIP Units and the Performance-Based LTIP Units are subject to the same vesting requirements, and will be treated in the same manner upon a termination of employment and/or a change in control of the Company, as the LTIC Shares and the LTIC RSUs, respectively, as described above. LTIP Units generally will be entitled to receive the same per-unit distributions as the other OP Units of the Operating Trust, except that the Performance-Based LTIP Units will not participate in distributions until expiration of the applicable performance period, at which time they will become entitled to receive a special catch-up distribution for the periods prior to such time, and subject to the Operating Trust generating sufficient net income or gain after issuance of the LTIP Units. Based on the closing price per Common Share of $31.47 on January 24, 2017, the Time-Based LTIP Units granted to Mr. Markman had a value on the grant date of $441,870. Based on the same closing price per Common Share, the number of Performance-Based LTIP Units that will be earned by Mr. Markman if the Company's performance is at the target level had a value on the grant date of $897,115. Since the number of Performance-Based LTIP Units that will be earned by Mr. Markman, if any, will not be determined until the end of the three-year performance period, the actual value of the Performance-Based LTIP Units could be higher or lower than the foregoing target levels, depending on the Company's achievement of the applicable performance criteria.




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COMPENSATION COMMITTEE REPORT


              The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's proxy statement for the Company's 20172018 annual meeting of shareholders, and incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2016.2017.

		Respectfully submitted,
		THE COMPENSATION COMMITTEE
		Kenneth Shea, Chairman James L. Lozier, Jr. Gerald A. Spector




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EXECUTIVE COMPENSATION


Summary Compensation Table


              The following Summary Compensation Table includes the 2014, 2015, 2016 and 20162017 compensation data for our named executive officers.

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Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Total ($)

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Total ($)

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David A. Helfand

2016

618,000

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4,015,4791

1,177,2904

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5,810,769

David A. Helfand

2017

636,540

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3,759,9231

1,301,6594

8,0005

5,706,122

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President, Chief Executive

2015

600,000

-

4,035,3852

1,250,0004

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5,885,385

President, Chief Executive

2016

618,000

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4,015,4792

1,177,2904

8,0005

5,818,769

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Officer and Trustee

2014

346,154

1,250,000

9,218,5253

-

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10,814,679

Officer and Trustee

2015

600,000

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4,035,3853

1,250,0004

8,0005

5,893,385

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Adam S. Markman

2016

463,500

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1,683,9031

588,6454

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2,736,048

Adam S. Markman

2017

477,405

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1,576,7341

650,8294

8,0005

2,712,968

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Executive Vice President, Chief

2015

450,000

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1,692,2462

650,0004

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2,792,246

Executive Vice President, Chief

2016

463,500

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1,683,9032

588,6454

8,0005

2,744,048

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Financial Officer and Treasurer

2014

207,692

575,000

3,072,8383

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43,6485

3,899,178

Financial Officer and Treasurer

2015

450,000

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1,692,2463

650,0004

8,0005

2,800,246

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David S. Weinberg

2016

550,000

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2,072,5011

698,5004

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3,321,001

David S. Weinberg

2017

566,500

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1,871,0861

772,2894

8,0005

3,217,875

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Executive Vice President,

2015

450,000

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1,692,2462

675,0004

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2,817,246

Executive Vice President,

2016

550,000

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2,072,5012

698,5004

8,0005

3,329,001

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Chief Operating Officer

2014

259,616

625,000

3,072,8383

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3,957,454

Chief Operating Officer

2015

450,000

-

1,692,2463

675,0004

8,0005

2,825,246

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Orrin S. Shifrin

2016

463,500

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1,295,3051

588,6454

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2,347,450

Orrin S. Shifrin

2017

477,405

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1,212,9011

650,8294

8,0005

2,349,135

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Executive Vice President,

2015

450,000

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1,301,7212

650,0004

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2,401,721

Executive Vice President,

2016

463,500

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1,295,3052

588,6454

8,0005

2,355,450

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2014

259,616

625,000

3,072,8383

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3,957,454

General Counsel and Secretary

2015

450,000

-

1,301,7213

650,0004

8,0005

2,409,721

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¹ Represents the aggregate grant date fair value of the restrictedLTIC Shares, LTIC RSUs, Time-Based LTIP Units and Performance-Based LTIP Units, as applicable, granted to the named executive officer on January 24, 2017, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures for purposes of computing the value of the LTIC RSUs and Performance-Based LTIP Units, and based on the assumptions described in Note 14 of the Company's Annual Report on Form 10-K for the year ended December 31, 2017. The grant date fair value of the LTIC Shares ($1,053,679 for Mr. Helfand, $524,353 for Mr. Weinberg and $339,907 for Mr. Shifrin) and Time-Based LTIP Units ($441,870 for Mr. Markman) is equal to the closing price per Common Share on the date of grant, $31.47, multiplied by the number of shares granted (33,482 for Mr. Helfand, 16,662 for Mr. Weinberg and 10,801 for Mr. Shifrin) or LTIP Units granted (14,041 for Mr. Markman). The grant date fair value of the LTIC RSUs ($2,706,244 for Mr. Helfand, $1,346,732 for Mr. Weinberg and $872,993 for Mr. Shifrin) and Performance-Based LTIP Units ($1,134,864 for Mr. Markman) is based on a Monte Carlo simulation model, representing the number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that would be earned by the executive if the target level of performance is achieved (67,979 for Mr. Helfand, 28,507 for Mr. Markman, 33,829 for Mr. Weinberg and 21,929 for Mr. Shifrin), as such level of achievement represents the probable outcome as of the grant date. The number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that would be earned by the executive if the maximum level of performance is achieved is 169,439 for Mr. Helfand, 71,054 for Mr. Markman, 84,320 for Mr. Weinberg and 54,659 for Mr. Shifrin.

² Represents the aggregate grant date fair value of the LTIC Shares and LTIC RSUs granted to the named executive officer on January 26, 2016, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures for purposes of computing the value of the LTIC RSUs, and based on the assumptions described in Note 13 of the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The grant date fair value of the restricted sharesLTIC Shares ($1,022,990 for Mr. Helfand, $428,995 for Mr. Markman, $527,990 for Mr. Weinberg and $330,000 for Mr. Shifrin) is equal to the closing price per Common Share on the date of grant, $26.93, multiplied by the number of shares granted (37,987 for Mr. Helfand, 15,930 for Mr. Markman, 19,606 for Mr. Weinberg and 12,254 for Mr. Shifrin). The grant date fair value of the LTIC RSUs ($2,992,489 for Mr. Helfand, $1,254,908 for Mr. Markman, $1,544,512 for Mr. Weinberg and $965,305 for Mr. Shifrin) is based on a Monte Carlo simulation model, representing the number of LTIC RSUs that would be earned by the executive if the target level of performance is achieved (77,126 for Mr. Helfand, 32,343 for Mr. Markman, 39,807 for Mr. Weinberg and 24,879 for Mr. Shifrin), as such level of achievement represents the probable outcome as of the grant date. The number of LTIC RSUs that would be earned by the executive if the maximum level of performance is achieved is 192,238 for Mr. Helfand, 80,616 for Mr. Markman, 99,220 for Mr. Weinberg and 62,011 for Mr. Shifrin.

²³ Represents the aggregate grant date fair value of the restricted sharesLTIC Shares and LTIC RSUs granted to the named executive officer on January 28, 2015, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures for purposes of




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computing the value of the LTIC RSUs, and based on the assumptions described in Note 13 of the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The grant date fair value of the restricted sharesLTIC Shares ($1,023,011 for Mr. Helfand, $429,001 for each of Messrs. Markman and Weinberg and $329,991 for Mr. Shifrin) is equal to the closing price per Common Share on the date of grant, $26.58, multiplied by the number of shares granted (38,488 for Mr. Helfand, 16,140 for each of Messrs. Markman and Weinberg and 12,415 for Mr. Shifrin). The grant date fair value of the LTIC RSUs ($3,012,374 for Mr. Helfand, $1,263,245 for each of Messrs. Markman and Weinberg and $971,730 for Mr. Shifrin) is based on a Monte Carlo simulation model, representing the number of LTIC RSUs that would be earned by the executive if the target level of performance is achieved (78,142 for Mr. Helfand, 32,769 for each of Messrs. Markman and Weinberg and 25,207 for Mr. Shifrin), as such level of achievement represents the probable outcome as of the grant date. The number of LTIC RSUs that would be earned by the executive if the maximum level of performance is achieved is 194,771 for Mr. Helfand, 81,678 for each of Messrs. Markman and Weinberg and 62,829 for Mr. Shifrin.

³ Represents the aggregate grant date fair value of the special awards of restricted shares and RSUs granted to the named executive officer on October 28, 2014, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures for purposes of computing the value of the RSUs, and based on the assumptions described in Note 15 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014. The grant date fair value of the restricted shares ($4,156,747 for Mr. Helfand and $1,385,574 for each of Messrs. Markman, Weinberg and




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Shifrin) is equal to the closing price per Common Share on the date of grant, $26.66, multiplied by the number of shares granted (155,917 for Mr. Helfand and 51,972 for each of Messrs. Markman, Weinberg and Shifrin). The grant date fair value of the RSUs ($5,061,778 for Mr. Helfand and $1,687,265 for each of Messrs. Markman, Weinberg and Shifrin) is based on a Monte Carlo simulation model, representing the number of RSUs that would be earned by the executive if the target level of performance is achieved (158,280 for Mr. Helfand and 52,760 for each of Messrs. Markman, Weinberg and Shifrin), as such level of achievement represents the probable outcome as of the grant date. The number of RSUs that would be earned by the executive if the maximum level of performance is achieved is 316,559 for Mr. Helfand and 105,520 for each of Messrs. Markman, Weinberg and Shifrin.

⁴ Represents the amount of the annual cash bonus earned by the executive under the STIP for fiscal years 2017, 2016 and 2015, as applicable. See the section above entitled "Compensation Discussion and Analysis — Elements of Compensation — Annual Cash Incentive Compensation" for additional information about the STIP.

⁵ Represents employer matching contributions to the amounts paid to or on behalf of Mr. Markman for relocation assistance pursuant to terms of his employment, including tax gross-ups paid to or on behalf of Mr. Markman for those items that are taxable for payroll purposes.Company's 401(k) plan.

Grants of Plan-Based Awards


              The following table sets forth information with respect to grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2016.2017.

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Estimated Future Payouts Under Non-Equity Incentive Plan Awards1

Estimated Future Payouts Under Equity Incentive Plan Awards2

Estimated Future Payouts Under Non-Equity Incentive Plan Awards1

Estimated Future Payouts Under Equity Incentive Plan Awards2

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Name

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

All Other Stock Awards: Number of Shares of Stock or Units (#)

Grant Date Fair Value of Stock Awards ($)

Name

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

All Other Stock Awards: Number of Shares of Stock or Units (#)

Grant Date Fair Value of Stock Awards ($)

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David A. Helfand

1/26/16

463,500

927,000

1,390,500

David A. Helfand

1/24/17

477,405

954,810

1,432,215

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1/26/16

19,570

77,126

192,238

2,992,4894

1/24/17

17,249

67,979

169,439

2,706,2444

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1/26/16

37,9873

1,022,9905

1/24/17

33,4823

1,053,6795

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Adam S. Markman

1/26/16

231,750

463,500

695,250

Adam S. Markman

1/24/17

238,703

477,405

716,108

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1/26/16

8,207

32,343

80,616

1,254,9084

1/24/17

7,233

28,507

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1/26/16

15,9303

428,9955

1/24/17

14,0413

441,8705

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David S. Weinberg

1/26/16

275,000

550,000

825,000

David S. Weinberg

1/24/17

283,250

566,500

849,750

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1/26/16

10,101

39,807

99,220

1,544,5124

1/24/17

8,584

33,829

84,320

1,346,7324

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1/26/16

19,6063

527,9905

1/24/17

16,6623

524,3535

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Orrin S. Shifrin

1/26/16

231,750

463,500

695,250

Orrin S. Shifrin

1/24/17

238,703

477,405

716,108

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1/26/16

6,313

24,879

62,011

965,3054

1/24/17

5,564

21,929

54,659

872,9934

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1/26/16

12,2543

330,0005

1/24/17

10,8013

339,9075

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¹ These amounts represent potential payouts under our STIP with respect to fiscal year 20162017 performance. The annual cash bonus amounts earned by the named executive officers under the STIP for fiscal year 2016,2017, which are reflected in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" above, are as follows: (i) Mr. Helfand, $1,177,290;$1,301,659; (ii) Mr. Markman, $588,645;$650,829; (iii) Mr. Weinberg, $698,500;$772,289; and (iv) Mr. Shifrin, $588,645.$650,829.

² The amount in the "Target" column represents the number of LTIC RSUs granted to Messrs. Helfand, Weinberg and Shifrin, and the executivenumber of Performance-Based LTIP Units granted to Mr. Markman, on January 26, 2016,24, 2017, and is the target number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that the executive may earn under the award. The LTIC RSUs and Performance-Based LTIP Units are market-based grants that will be earned based upon the Company's TSR relative to the TSRs of the companies that comprise the NAREIT Office Index over a three-year performance period, with any earned RSUs and Performance-Based LTIP Units vesting 50% following the performance period and 50% on the Measurement Date in February of the calendar year during which the fourth anniversary of the date of grant.grant occurs. The executive will earn between 0% and 249.25% of the number of the LTIC RSUs or Performance-Based LTIP Units, as applicable, granted to him depending on the achievement of the




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performance criteria over the performance period. The executive will earn the target number of LTIC RSUs or Performance-Based LTIP Units, as applicable, if the Company's relative TSR performance over the three-year performance period is in the 50th percentile. The amount in the "Maximum" column represents the number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that the executive will earn if the Company's relative TSR performance over the three-year performance period is in the 90^th percentile, which is the maximum number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that the executive may earn under the award. The amount in the "Threshold" column represents the number of LTIC RSUs or Performance-Based LTIP Units, as applicable, that the executive will earn if the Company's relative TSR performance over the three-year performance period is in the 25^th percentile, which is the minimum level




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of performance that will still result in a portion of the LTIC RSUs or Performance-Based LTIP Units, as applicable, being earned by the executive (none of the LTIC RSUs or Performance-Based LTIP Units will be earned if performance is below the 25^th percentile).

³ Reflects the number of restricted sharesLTIC Shares granted to Messrs. Helfand, Weinberg and Shifrin, and the executivenumber of Time-Based LTIP Units granted to Mr. Markman, on January 26, 2016.24, 2017. The restricted sharesLTIC Shares and Time-Based LTIP Units vest 25% on the Measurement Date in February of the calendar year in which the second anniversary of the grant date occurs, 25% on the Measurement Date in February of the calendar year in which the third anniversary of the grant date occurs, and 50% on the Measurement Date in February of the calendar year in which the fourth anniversary of the grant date.date occurs.

⁴ Represents the aggregate grant date fair value of the LTIC RSUs and Performance-Based LTIP Units granted during 20162017 computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, and based on the assumptions described in Note 1314 of the Company's Annual Report on Form 10-K for the year ended December 31, 2016.2017.

⁵ Represents the aggregate grant date fair value of the restricted sharesLTIC Shares and Time-Based LTIP Units granted during 20162017 computed in accordance with FASB ASC Topic 718 and based on the assumptions described in Note 1314 of the Company's Annual Report on Form 10-K for the year ended December 31, 2016.2017.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table


              The Company provides long-term equity compensation to certain employees, trustees and officers of the Company and its subsidiaries pursuant to the 2015 Omnibus Plan. The purpose of the 2015 Omnibus Plan is to provide eligible persons with an incentive to contribute to the success of the Company and to operate and manage the Company's business in a manner that will provide for the Company's long-term growth and profitability to benefit its stockholdersshareholders and other important stakeholders, including its employees and customers, and provide a means of obtaining, rewarding and retaining key personnel. The 2015 Omnibus Plan is administered by the Compensation Committee, which has the authority to select persons to whom awards will be granted and to determine the terms and conditions of such awards. The following types of awards may be granted under the 2015 Omnibus Plan, subject to the limitations set forth in the 2015 Omnibus Plan: stock options; stock appreciation rights; restricted stock; stock stock units,units; unrestricted stock,stock; dividend equivalent rights,rights; performance shares and other performance-based awards; limited partnership interests in the partnership entity through which the Company conducts its business; other equity-based awards; and cash bonus awards.

              The key terms of the restricted sharesLTIC Shares, Time-Based LTIP Units, LTIC RSUs and RSUsPerformance-Based LTIP Units granted to the named executive officers on January 26, 2016,24, 2017, which were granted under the 2015 Omnibus Plan, are described above in the section entitled "Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity Compensation."




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Outstanding Equity Awards at 20162017 Fiscal Year-End


              The following table sets forth information with respect to each of the named executive officer's outstanding equity awards at December 31, 2016.2017.

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Name

Date of Grant

Number of Shares or Units of Stock That Have Not Vested (#)1

Market Value of Shares or Units of Stock That Have Not Vested ($)2

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other rights That Have Not Vested (#)3

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)4

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Date of Grant

Number of Shares or Units of Stock That Have Not Vested (#)1

Market Value of Shares or Units of Stock That Have Not Vested ($)2

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other rights That Have Not Vested (#)3

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)4

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David A. Helfand

1/26/16

37,987

1,148,727

77,126

2,332,290

David A. Helfand

1/24/17

33,482

1,021,536

17,249

526,264

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1/28/15

38,488

1,163,877

194,771

5,889,875

1/26/16

37,987

1,158,983

77,126

2,353,114

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10/28/14

116,937

3,536,175

158,280

4,786,372

1/28/15

28,866

880,702

194,771

5,942,463

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Adam S. Markman

1/26/16

15,930

481,723

32,343

978,052

10/28/14

135,116

4,122,389

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1/28/15

16,140

488,074

81,678

2,469,943

Adam S. Markman

1/24/17

14,041

428,391

7,233

220,689

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10/28/14

38,979

1,178,725

52,760

1,595,462

1/26/16

15,930

486,024

32,343

986,785

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David S. Weinberg

1/26/16

19,606

592,885

39,807

1,203,764

1/28/15

12,105

369,324

81,678

2,491,996

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1/28/15

16,140

488,074

81,678

2,469,943

10/28/14

45,039

1,374,140

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10/28/14

38,979

1,178,725

52,760

1,595,462

David S. Weinberg

1/24/17

16,662

508,358

8,584

261,890

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Orrin S. Shifrin

1/26/16

12,254

370,561

24,879

752,341

1/26/16

19,606

598,179

39,807

1,214,512

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1/28/15

12,415

375,430

62,829

1,899,949

1/28/15

12,105

369,324

81,678

2,491,996

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10/28/14

38,979

1,178,725

52,760

1,595,462

10/28/14

45,039

1,374,140

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Orrin S. Shifrin

1/24/17

10,801

329,539

5,564

169,765

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1/26/16

12,254

373,870

24,879

759,058

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1/28/15

9,311

284,079

62,829

1,916,913

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10/28/14

45,039

1,374,140

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-

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¹ Reflects the number of restricted sharesLTIC Shares and Time-Based LTIP Units, as applicable, granted to the executive on January 24, 2017, January 26, 2016, January 28, 2015 and October 28, 2014, respectively.respectively, as well as the number of LTIC RSUs granted to the executive on October 28, 2014, which became earned in November 2017 and remain subject to time-based vesting conditions. The restricted sharesLTIC Shares and Time-Based LTIP Units granted in 2015, 2016 and 2017 vest 25% on the Measurement Date in February of the calendar year in which the second anniversary of the grant date occurs, 25% on the Measurement Date in February of the calendar year in which the third anniversary of the grant date occurs, and 50% on the Measurement Date in February of the calendar year in which the fourth anniversary of the grant date occurs. The LTIC Shares granted in 2014 vest 25% on the second anniversary of the grant date, 25% on the third anniversary of the grant date, and 50% on the fourth anniversary of the grant date. The LTIC RSUs granted in 2014 that remain outstanding will vest on October 28, 2018.

² Amounts reported are based on the closing market price of our common stock as of December 30, 201629, 2017 ($30.24).30.51), which was the last trading day of 2017.

³ Reflects the number of LTIC RSUs and Performance-Based LTIP Units, as applicable that the executive would earn in respect of the RSUsunits granted to him on January 24, 2017, January 26, 2016 and January 28, 2015, and October 28, 2014, as applicable, based on achieving the threshold level of performance for the LTIC RSUs and Performance-Based LTIP Units granted in 2017, the target level of performance for the LTIC RSUs granted in 2016, and 2014, and the maximum level of performance for the LTIC RSUs granted in 2015. TheWith respect to the LTIC RSUs granted in 2016 and 2015, the level of achievement assumed for each grant is the next higher performance level (i.e., target or maximum) that exceeds the actual performance level achieved in respect of each award calculated as of December 31, 2016,2017, in accordance with SEC rules. The number of LTIC RSUs and Performance-Based LTIP Units, if any, that will be earned by the executive will depend on the actual performance level achieved by the Company for the applicable three-year performance period.

⁴ Amounts reported are based on the closing market price of our common stock as of December 30, 201629, 2017 ($30.24).30.51), which was the last trading day of 2017.




Table of Contents

Option Exercises and Stock Vested


              The following table sets forth information with respect to the stock vested for each of the named executive officers during the fiscal year ended December 31, 2016.2017. We do not have any outstanding options.

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Stock Awards1

Stock Awards1

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Name

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting ($)

Name

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting2 ($)

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David A. Helfand

38,980

1,146,402

David A. Helfand

105,760

3,219,771

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Adam S. Markman

12,993

382,124

Adam S. Markman

36,081

1,099,097

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David S. Weinberg

12,993

382,124

David S. Weinberg

36,081

1,099,097

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Orrin S. Shifrin

12,993

382,124

Orrin S. Shifrin

35,150

1,070,031

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¹ Reflects LTIC Shares that vested on January 28, 2017 (9,622 for Mr. Helfand; 4,035 for Mr. Markman; 4,035 for Mr. Weinberg; and 3,104 for Mr. Shifrin) and October 28, 2017 (38,979 for Mr. Helfand; 12,993 for Mr. Markman; 12,993 for Mr. Weinberg; and 12,993 for Mr. Shifrin), as well as LTIC RSUs that vested on November 8, 2017 (57,159 for Mr. Helfand; 19,053 for Mr. Markman; 19,053 for Mr. Weinberg; and 19,053 for Mr. Shifrin).

² The value realized upon vesting equals the closing market price of our common stock ($29.41) on the date of vesting (October($31.22 on January 28, 2016)2017; $30.20 on October 28, 2017; and $30.48 on November 8, 2017) multiplied by the number of shares vested.

Potential Payments Upon Termination or Change in Control


              The LTIC Program awards granted to the named executive officers on January 26, 2016,24, 2017, the key terms of which are described above in the section entitled "Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity Compensation," provide for the accelerated vesting of the awards in the event of certain terminations of employment or a change in control of the Company, as described below. The named executive officers are not entitled to receive any other severance payments or benefits upon a termination of employment or a change in control of the Company.

LTIC Program Awards – RestrictedLTIC Shares and Time-Based LTIP Units

              If a named executive officer's employment with the Company is terminated (i) by the Company without "Cause," (ii) by the executive for "Good Reason," (iii) due to the executive's "Retirement," or (iv) due to the executive's death or "Disability" (as such terms are defined in the equity award agreements) (any such termination, a "Qualified Termination"), then the executive's unvested restricted sharesLTIC Shares and Time-Based LTIP Units, as applicable, will vest as of the date of termination on a pro rata basis, determined based on the number of days that the executive was employed by the Company during the four-year vesting period. If the executive's Qualified Termination occurs within twelve months after a "Change in Control" (as such term is defined in the equity awards agreements), in which the restricted sharesLTIC Shares and Time-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then the executive's unvested restricted sharesLTIC Shares and Time-Based LTIP Units, as applicable, will become fully vested on the date of termination.

              If a Change in Control occurs prior to the fourth anniversary of the grant date and while the executive is an employee of the Company, and the restricted sharesLTIC Shares and Time-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the executive's unvested restricted sharesLTIC Shares and Time-Based LTIP Units, as applicable, will become fully vested as of the date of the Change in Control.




Table of Contents

              Each Time-Based LTIP Unit and earned Performance-Based LTIP Unit will convert automatically into an OP Unit on a one for one basis when the LTIP Unit becomes vested and upon equalization of its capital account with the per unit capital account of the OP Units. Holders of OP Units (other than the Company) generally have the right, commencing six months from the date of issuance of such OP Units, to cause the Operating Trust to redeem their OP Units in exchange for cash or, at the option of the Company, Common Shares on a one for one basis.

LTIC Program Awards – LTIC RSUs and Performance-Based LTIP Units

              If, during the performance period, the named executive officer's employment with the Company is terminated as a result of a Qualified Termination, then the number of LTIC RSUs and Performance-Based LTIP Units, as applicable, that are earned by the executive will be determined at the end of the three-year performance period based on the achievement of the performance criteria. The executive's earned LTIC RSUs and Performance-Based LTIP Units, as applicable and if any, will become vested




Table of Contents

as of the date that the Compensation Committee determines the achievement of the performance criteria on a pro rata basis, determined based on the number of days that the executive was employed by the Company during the four-year period commencing on the first day of the performance period. If the executive's Qualified Termination occurs during the performance period and within twelve months after a Change in Control in which the LTIC RSUs and Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any LTIC RSUs and Performance-Based LTIP Units that become earned after the end of the three-year performance period will become fully vested as of the date the Compensation Committee determines the achievement of the performance criteria. With respect to any earned LTIC RSUs and Performance-Based LTIP Units, as applicable, held by the named executive officer for which the performance period is complete but for which the additional vesting period is incomplete prior to the executive's Qualified Termination, such earned LTIC RSUs and Performance-Based LTIP Units, as applicable, will become fully vested as of the date of the executive's Qualified Termination. The named executive officer will be issued one Common Share for each earned LTIC RSU that vests in accordance with the provisions described above, less applicable withholding taxes, as soon as practicable following the applicable vesting date (but in no event later than 60 days after such vesting date).

              If, during the performance period, a Change in Control occurs while the named executive officer is an employee of the Company and the LTIC RSUs and Performance-Based LTIP Units are not assumed by the acquirer or the surviving entity in the Change in Control transaction, then the executive's LTIC RSUs and Performance-Based LTIP Units, as applicable, will be deemed earned based on the actual level of achievement of the performance criteria measured as of the date of the Change in Control, as determined by the Compensation Committee based on the 40-day trailing average price per Common Share. Any such earned LTIC RSUs and Performance-Based LTIP Units will be fully vested. With respect to any earned LTIC RSUs and Performance-Based LTIP Units, as applicable, held by the executive for which the performance period is complete but for which the additional vesting period is incomplete, such earned LTIC RSUs and Performance-Based LTIP Units, as applicable, will become fully vested as of the date of the Change in Control. The named executive officer will be issued one Common Share for each earned LTIC RSU that vests in accordance with the provisions described above, less applicable withholding taxes, on the date of the Change in Control.

Quantification of Payments

              The following table sets forth quantitative information with respect to potential payments to each of the named executive officers or their beneficiaries upon a termination of employment and/or a change in control of the Company in various circumstances as described above, assuming a termination of employment and/or a change in control of the Company occurred, in each case, on December 31, 2016.29,




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2017, which was the last business day of fiscal year 2017. The amounts reported are based on the closing market price of our common stock as of December 30, 201629, 2017 ($30.24)30.51). The amounts included in the table below do not include amounts




Table of Contents

otherwise due and owing to each applicable named executive officer, such as salary or annual bonus earned to date, or payments or benefits generally available to all salaried employees of the Company.

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Name

Qualified Termination Prior to Change in Control

Qualified Termination After Change in Control (Awards Assumed)1

Change in Control without Termination (Awards not Assumed)2

Change in Control without Termination (Awards Assumed)3

Name

Qualified Termination Prior to Change in Control

Qualified Termination After Change in Control (Awards Assumed)1

Change in Control without Termination (Awards not Assumed)2

Change in Control without Termination (Awards Assumed)3

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David A. Helfand

David A. Helfand

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Restricted Shares – Value of Accelerated Vesting4

2,219,034

5,848,779

5,848,779

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LTIC Shares and Time-Based LTIP Units – Value of Accelerated Vesting4

2,755,410

5,439,719

5,439,719

-

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RSUs – Value of Accelerated Vesting5

4,290,777

9,481,676

8,667,273

-

LTIC RSUs and Performance-Based LTIP Units – Value of Accelerated Vesting5

5,101,600

8,555,157

5,454,331

-

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Total

6,509,811

15,330,455

14,516,051

-

Total

7,857,010

13,994,876

10,894,050

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Adam S. Markman

Adam S. Markman

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Restricted Shares – Value of Accelerated Vesting4

810,987

2,148,522

2,148,522

-

LTIC Shares and Time-Based LTIP Units – Value of Accelerated Vesting4

1,035,479

2,076,572

2,076,572

-

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs – Value of Accelerated Vesting5

1,575,032

3,564,449

3,304,116

-

LTIC RSUs and Performance-Based LTIP Units – Value of Accelerated Vesting5

1,989,369

3,437,623

2,137,287

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

2,386,019

5,712,971

5,452,638

-

Total

3,024,849

5,514,194

4,213,859

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

David S. Weinberg

David S. Weinberg

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Restricted Shares – Value of Accelerated Vesting4

836,933

2,259,684

2,259,684

-

LTIC Shares and Time-Based LTIP Units – Value of Accelerated Vesting4

1,108,132

2,268,693

2,268,693

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs – Value of Accelerated Vesting5

1,627,713

3,790,161

3,372,032

-

LTIC RSUs and Performance-Based LTIP Units – Value of Accelerated Vesting5

2,136,889

3,827,724

2,235,079

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

2,464,646

6,049,845

5,631,716

-

Total

3,245,021

6,096,417

4,503,772

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Orrin S. Shifrin

Orrin S. Shifrin

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Restricted Shares – Value of Accelerated Vesting4

730,763

1,924,716

1,924,716

-

LTIC Shares and Time-Based LTIP Units – Value of Accelerated Vesting4

903,836

1,780,320

1,780,320

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs – Value of Accelerated Vesting5

1,412,161

3,110,063

2,837,207

-

LTIC RSUs and Performance-Based LTIP Units – Value of Accelerated Vesting5

1,664,434

2,778,485

1,778,219

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

2,142,924

5,034,779

4,761,923

-

Total

2,568,270

4,558,804

3,558,538

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

¹ With respect to the amounts in the column entitled "Qualified Termination After Change in Control (Awards Assumed)," we assumed that the restricted sharesLTIC Shares, Time-Based LTIP Units, LTIC RSUs and RSUsPerformance-Based LTIP Units were assumed by the acquirer or surviving entity in the Change in Control transaction.

² With respect to the amounts in the column entitled "Change in Control without Termination (Awards not Assumed)," we assumed that the restricted sharesLTIC Shares, Time-Based LTIP Units, LTIC RSUs and RSUsPerformance-Based LTIP Units were not assumed by the acquirer or surviving entity in the Change in Control transaction.

³ With respect to the amounts in the column entitled "Change in Control without Termination (Awards Assumed)," we assumed that the restricted sharesLTIC Shares, Time-Based LTIP Units, LTIC RSUs and RSUsPerformance-Based LTIP Units were assumed by the acquirer or surviving entity in the Change in Control transaction.




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⁴ In the circumstance of a Qualified Termination prior to a Change in Control, the restricted sharesLTIC Shares and Time-Based LTIP Units will vest on a pro rata basis. Accordingly, for purposes of the "Qualified Termination Prior to Change in Control" column in the table above, we determined the number of restricted sharesLTIC Shares and Time-Based LTIP Units that will vest based on (x) the number of days that have elapsed from the beginning of the applicable performance periodgrant date (October 28, 2014, January 28, 2015, and January 26, 2016 and January 24, 2017, respectively) through December 31, 2016,29, 2017, compared to (y) the total number of days during the four-year period commencing on the first day of the performance period.applicable grant date. The restricted sharesLTIC Shares and Time-Based LTIP Units constitute a "double-trigger" arrangementarrangements because the vesting of the restricted sharesLTIC Shares and Time-Based LTIP Units will not accelerate upon a Change in Control in which the restricted sharessuch awards are assumed by the acquirer or surviving entity in the Change in Control transaction unless and until the named executive officer experiences a Qualified Termination within




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twelve months after such Change in Control. In connection with such a Qualified Termination, the restricted sharesLTIC Shares and Time-Based LTIP Units will become fully vested as of the date of termination. In the circumstance in which there is a Change in Control but no termination, and the restricted sharesLTIC Shares and Time-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, the restricted sharessuch awards will become fully vested as of the date of the Change in Control.

⁵ For purposes of the "Qualified Termination Prior to Change in Control" and "Qualified Termination After Change in Control (Awards Assumed)" columns in the table above, we assumed that 50%40% of the RSUs granted to the executives on October 28, 2014, 40% of theLTIC RSUs granted to the executives on January 28, 2015, and 100% of the LTIC RSUs granted to the executives on January 26, 2016 and 100% of the LTIC RSUs and Performance-Based LTIP Units, as applicable, granted to the executives on January 24, 2017, respectively, will be earned at the end of the three-year performance period, which is the number of LTIC RSUs and Performance-Based LTIP Units, as applicable, that the executives will earn if the target level of performance is achieved. The actual number of LTIC RSUs and Performance-Based LTIP Units that would be earned in either of these circumstances will be determined at the end of the performance period based on the achievement of the performance criteria. The executives will earn between 0% and 100%249.25% of the LTIC RSUs and Performance-Based LTIP Units, as applicable, depending on the achievement of the performance criteria. In the circumstance of a Qualified Termination prior to a Change in Control, the earned LTIC RSUs and Performance-Based LTIP Units will vest on a pro rata basis. Accordingly, for purposes of the "Qualified Termination Prior to Change in Control" column, we determined the number of earned LTIC RSUs and Performance-Based LTIP Units, as applicable, that will vest based on (x) the number of days that have elapsed from the beginning of the applicable performance period (October(January 28, 2014, January 28, 2015, and January 26, 2016 and January 24, 2017, respectively) through December 31, 2016,29, 2017, compared to (y) the total number of days during the four-year period commencing on the first day of the performance period. The LTIC RSUs and Performance-Based LTIP Units constitute a "double-trigger" arrangementarrangements because the vesting of the LTIC RSUs and Performance-Based LTIP Units will not accelerate upon a Change in Control in which the RSUssuch awards are assumed by the acquirer or surviving entity in the Change in Control transaction unless and until the named executive officer experiences a Qualified Termination within twelve months after such Change in Control. In connection with such a Qualified Termination, earned LTIC RSUs and Performance-Based LTIP Units will become fully vested. In the circumstance in which there is a Change in Control but no termination, and the LTIC RSUs and Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, the LTIC RSUs and Performance-Based LTIP Units will be deemed earned based on the actual level of achievement of the performance criteria measured as of the date of the Change in Control and any earned LTIC RSUs and Performance-Based LTIP Units will become fully vested. Assuming a Change in Control occurred on December 31, 201629, 2017 and performance was measured as of such date, the LTIC RSUs and Performance-Based LTIP Units granted in 2017 would be deemed earned below the threshold level of performance after application of the 25% reduction modifier that applies if our total TSR for the applicable performance period is negative, the LTIC RSUs granted in 2014 and 2016 would be deemed earned between the threshold and target levels of performance and the LTIC RSUs granted in 2015 would be deemed earned between the target and maximum levels of performance. With respect to the LTIC RSUs granted in 2014 that are earned but unvested, such LTIC RSUs will become fully vested upon the named executive officer's Qualified Termination or upon a Change in Control in which the units are not assumed by the acquirer or surviving entity in the Change in Control transaction.

Pay Ratio Disclosure


              Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u).

              The 2017 annual total compensation as determined under Item 402 of Regulation S-K ("Item 402 Compensation") for our Chief Executive Officer was $5,706,122. The 2017 Item 402 Compensation for our median employee was $256,235. The ratio of our Chief Executive Officer's Item 402 Compensation to our median employee's Item 402 Compensation for fiscal year 2017 is 22 to 1.

              In identifying our median employee, we calculated the annual total cash compensation paid to each of our employees (excluding our Chief Executive Officer) for the year ended December 31, 2017. Total cash compensation for these purposes included base salary and bonus, and was calculated using internal payroll records. We selected the median employee based on the 54 employees who were employed by us as of November 1, 2017. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.




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TRUSTEE COMPENSATION


Overview of Trustee Compensation Program


              The terms of the compensation program for trustees of the Company, excluding Messrs. Zell and Helfand (collectively, the "Independent Trustees"), are as follows:

​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​	​
		ANNUAL RETAINER												ANNUAL RETAINER
​	​			​	​	​	​	​	​	​	​	​	​			​	​	​	​	​	​	​	​	​
		Cash							$	60,000				Cash							$	60,000
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Equity (restricted shares)							$	100,000				Equity (restricted shares or Time-Based LTIP Units)							$	100,000
​	​			​	​		​	​	​	​	​	​	​			​	​		​	​	​	​	​	​
​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​	​
		Total:							$	160,000				Total:							$	160,000
​	​			​	​		​	​	​	​	​	​	​			​	​		​	​	​	​	​	​
​	​			​	​		​	​		​	​	​	​			​	​		​	​		​	​	​
​	​			​	​		​	​	​	​	​	​	​			​	​		​	​	​	​	​	​
​	​			​	​	​	​	​	​	​	​	​	​			​	​	​	​	​	​	​	​	​
		ADDITIONAL ANNUAL COMPENSATION												ADDITIONAL ANNUAL COMPENSATION
​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​	​
		Lead Independent Trustee							$	30,000				Lead Independent Trustee							$	30,000
​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​
		Audit Committee Chair							$	20,000				Audit Committee Chair							$	20,000
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Compensation Committee Chair							$	15,000				Compensation Committee Chair							$	15,000
​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​
		Governance Committee Chair							$	15,000				Governance Committee Chair							$	15,000
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Audit Committee Member							$	8,000				Audit Committee Member							$	8,000
​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​
		Compensation Committee Member							$	6,000				Compensation Committee Member							$	6,000
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Governance Committee Member							$	6,000				Governance Committee Member							$	6,000
​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​
		Independent Special Litigation Committee Member							$	6,000
​	​	​	​	​	​	​	​	​	​	​	​	​

              We will also reimburse Independent Trustees for travel expenses incurred in connection with their activities on our behalf.

              In lieu of the compensation for Independent Trustees described above, Mr. Zell, the Chairman of our Board of Trustees and our founder, is entitled to receive an annual grant of equity awards that generally have the same terms and conditions as the LTIC Program awards issued to the named executive officers pursuant to the LTIC Program. The equity awards consist 33% of awards subject to time-based vesting restrictions and 67% of awards subject to time-based and performance-based vesting restrictions. The LTIC Program awards issued will have a threshold, target and maximum value of $1,000,000, $2,000,000 and $4,000,000, respectively.

              Members of our Board who are also our employees do not receive any additional compensation for their services on the Board. Therefore, Mr. Helfand did not receive any additional compensation for his service on the Board beyond his compensation as an executive officer, described earlier in this Proxy Statement under the heading "Executive Officer Compensation."

Equity Awards Granted to Independent Trustees


              On June 15, 2016,20, 2017, the Compensation Committee approved the grant of 3,4633,156 restricted Common Shares to each Independent Trustee other than Mr. Shea, and 3,156 LTIP Units to Mr. Shea, in each case in satisfaction of his or her annual equity retainer for fiscal year 2016.2017. Each of these grants will vest on the first anniversary of the grant date of the award, subject to the Trustee's continued service as a Trustee throughout such period. All such restricted shares and LTIP Units will fully vest upon a "Change in Control" (as such term is defined in the equity award agreements) or the death of the Trustee.




Table              All of Contentsthe equity grants to the trustees described above were made under the 2015 Omnibus Plan.

Equity Awards Granted to Sam ZellCompensation for the Chairman of the Board


              As noted above, in lieu of receiving the compensation paid to our Independent Trustees,              Mr. Zell does not receive any cash compensation. Instead, Mr. Zell's compensation for serving as a non-independent Trustee participates inChairman of the LTIC ProgramBoard is designed to directly align his interests with those of our shareholders and is entitled to receivesolely comprised of an annual grant of equity awards that generally have the same terms and




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conditions as the LTIC Program awards issued to our named executive officers. The Compensation Committee believes thataggregate grant date fair value of Mr. Zell's participation in the LTIC Program is appropriate because it aligns his compensation with the long-term interestsannual grant of our shareholders and in recognition of his ongoing extraordinary contributions to the Company. Mr. Zell bringsequity on January 24, 2017 equaled approximately $2.4 million (and reflects a well-recognized brand value to the Company that comesreduction from his more than fifty years of experience in the real estate business and his unparalleled role in the evolution of the REIT industry. In addition, Mr. Zell has a distinguished track record and reputation for successfully leading companies with a focus on corporate governance and proper alignment of management and shareholder interests. The success of the unprecedented vote by our shareholders to remove the prior board of trustees and elect our Board in 2014 can be attributed to, among other things, Mr. Zell and his leadership of the Company through an extraordinary time period. Mr. Zell's oversight and experience led to the successful founding of Equity Commonwealth as an internally-managed company. As the founder, Mr. Zell played an integral role in guiding the Company through its transition and the unusual process of building a new internally-managed company, aligning the interests of our shareholders with management, and assembling an experienced team of professionals to turn around what was an undervalued and under managed portfolio of disparate real estate assets. In 2016, Mr. Zell played an integral role in guiding the Company as it executed its business strategy, and helped the Company achieve the accomplishments described above in the section entitled "Compensation Discussion and Analysis – Overview of Company Performance During 2016." Mr. Zell has and will continue to play an instrumental role with the Company in the setting and execution of its strategy.

              On January 26, 2016 as compensation for his service as Chairmangrant, which had an aggregate grant date fair value of approximately $2.6 million), and included the Board for the 2015-2016 term, the Compensation Committee approved the grant of LTIC Program awards to Mr. Zell consisting of 24,508 LTIC Shares and 49,759 LTIC RSUs, which is the number of LTIC RSUs that Mr. Zell will earn if the applicable performance measure is achieved at the target level. The actual number of LTIC RSUs that Mr. Zell will earn will be between 0% and 249.25% of the number of LTIC RSUs granted to him, depending on the achievement of the applicable performance criteria. The LTIC Shares represent following key terms:

•

33% of Mr. Zell's target LTIC Program award andwas granted in the LTIC RSUs represent form of Time-Based LTIP Units.



•

67% of hisMr. Zell's target LTIC Program award. award was granted in the form of Performance-Based LTIP Units.



•

Mr. Zell's LTIC Program awards generally have the same terms and conditions (including time and performance-based vesting conditions) as the LTIC Program awards granted to our named executive officers, as described above in the section entitled "Compensation Discussion and Analysis – Elements of Compensation – Long-TermLong Term Equity Compensation," except that Mr. Zell's LTIC SharesTime-Based LTIP Units and any earned LTIC RSUsPerformance-Based LTIP Units (i) vest on a pro-ratapro rata basis if Mr. Zell's service terminates due to his death and (ii) vest in full if Mr. Zell dies or is no longer Chairman of the Board within 12 months of a "Change in Control" transaction (as such term is defined in Mr. Zell's equity award agreement) in which the awards are assumed by the acquirer or surviving entity in such a transaction. Based on

              Our Board approved Mr. Zell's compensation, determining that Mr. Zell's service as our Chairman is in the closing price per Common Sharebest interests of $26.93 on January 26, 2016,our Company and our shareholders given his unique contributions to the LTIC Shares had a value on the grant date of $660,000 for Mr. Zell. Based on the same closing price per Common Share, the number of LTIC RSUs that will be earned by Company and its business. More specifically:

•

Mr. Zell ifbrings well-recognized brand value to the Company's performance is atCompany that comes from his more than fifty years of experience in the target had a value onreal estate business and his unparalleled role in the grant date of $1,340,010. Since the number of RSUs that will be earned by Mr. Zell, if any, will not be determined until the endevolution of the three-year performance period, the actual value of the LTIC RSUs could be higher or lower than the foregoing target levels, depending on the Company's achievement of the applicable performance criteria.REIT industry.

              All of the equity grants



•

The Board's belief that it was in our best interests to the trustees described above were made under the 2015 Omnibus Plan.




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              The table below sets forth information regarding trustee compensation for the fiscal year ended December 31, 2016.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Name				Fees Earned or Paid in Cash ($)				Stock Awards ($)				Total ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Sam Zell				-				2,590,6501				2,590,650
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		James Corl				66,000				100,0112				166,011
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Martin Edelman				72,367				100,0112				172,378
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Edward Glickman				68,000				100,0112				168,011
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Peter Linneman				104,000				100,0112				204,011
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		James Lozier				66,000				100,0112				166,011
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Mary Jane Robertson				80,000				100,0112				180,011
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Kenneth Shea				75,000				100,0112				175,011
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Gerald Spector				66,000				100,0112				166,011
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		James Star				68,633				100,0112				168,644
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

¹ Represents the aggregate grant date fair value of the restricted sharesleverage and RSUs granted to Mr. Zell on January 26, 2016, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures for purposes of computing the value of the RSUs, and based on the assumptions described in Note 13 of the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The grant date fair value of the restricted shares ($660,000) is equal to the closing price per Common Share on the date of grant, $26.93, multiplied by the number of shares granted (24,508). The grant date fair value of the RSUs ($1,930,649) is based on a Monte Carlo simulation model, representing the number of RSUs that would be earned by Mr. Zell if the target level of performance is achieved (49,759), as such level of achievement represents the probable outcome as of the grant date. The number of RSUs that would be earned by Mr. Zell if the maximum level of performance is achieved is 124,025. The restricted shares represent 33%take full advantage of Mr. Zell's target LTIC Program awardsignificant and are subject to time-based vesting conditions,valuable community relationships, stature and the RSUs represent 67% of his target LTIC Program awardcontacts, and are subject to both time-based and performance-based vesting conditions. The RSUs awarded to distinguished reputation in our industry.



•

Mr. Zell are fully at-risk, as he will earn between 0%has an exceptional track record and 249.25%reputation for successfully leading companies with a focus on corporate governance and proper alignment of the RSUs based on the achievement of the applicable performance measure, as described abovemanagement and shareholder interests, including his role in the section entitled "successful founding and building of Equity Commonwealth as an internally managed company, aligning the interests of our shareholders with management, and assembling an experienced team of professionals to turn around what was an undervalued and under managed portfolio of disparate real estate assets.Trustee Compensation – Equity Awards Granted



•

Mr. Zell's reputation, relationships and industry experience brings the Company selective opportunities to Sam Zellwhich we might not otherwise have access and Mr. Zell's insight in general and into the REIT industry in particular is integral to the Company's ability to make decisions in the best interests of our shareholders.." As of December 31, 2016,



•

Mr. Zell held 276,718 restricted shareshas and 637,066 RSUswill continue to play an instrumental role with the Company in the aggregate. The restricted shares and RSUs granted to Mr. Zell, as a non-independent Trustee, generally have the same terms and conditions as the LTIC Program awards issued to our named executive officers.

² Represents the aggregate grant date fair valuesetting of the 3,463 restricted shares awarded to Messrs. Corl, Edelman, Glickman, Linneman, Lozier, Shea, Spector and Star, and Ms. Robertson, on June 15, 2016, computed in accordance with FASB ASC Topic 718 and based on the assumptions described in Note 13 of the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The grant date fair value of the restricted shares is equal to the closing price per Common Share on the date of grant, $28.88, multiplied by the number of shares granted. These restricted shares vest on the first anniversary of the grant date of the award. As of December 31, 2016, each Independent Trustee held 3,463 restricted shares in the aggregate.

its strategy.




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Stock Ownership Guidelines


              We believe that equity ownership by our trustees helps align their interests with our shareholders' interests. To that end, we have adopted formal stock ownership guidelines applicable to all of our trustees. On an annual basis, we evaluatenon-employee trustees with the ownership status of the trustees. Pursuant to our Corporate Governance Guidelines, each non-employee trustee is requiredfollowing key terms:

•

Required to own our securities equal in value to at least four times his or her annual base cash retainer. Each non-employee trustee has five



•

Five years to comply with the ownership requirement and is required to hold shares at this level while serving in his or her position. Each



•

Mandatory holding period that requires non-employee trustee musttrustees to retain all net securities (after payment of applicable taxes) earned from any equity award until the applicable stock ownership requirement is achieved.

              All of our non-employee trustees are in compliance with our stock ownership guidelines as of the date of this Proxy Statement.

Equity Awards Granted to Sam Zell inDirector Compensation Table for Fiscal Year 2017


              Mr. Zell was offered, as a non-independent Trustee, the option to elect to receive, as              The table below sets forth information regarding trustee compensation for his service as Chairmanthe fiscal year ended December 31, 2017.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Name				Fees Earned or Paid in Cash ($)				Stock Awards ($)				Total ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Sam Zell				-				2,355,0991				2,355,099
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		James Corl				66,000				100,0142				166,014
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Martin Edelman				66,000				100,0142				166,014
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Edward Glickman				68,000				100,0142				168,014
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Peter Linneman				100,733				100,0142				200,747
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		James Lozier				66,000				100,0142				166,014
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Mary Jane Robertson				80,000				100,0142				180,014
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Kenneth Shea				75,000				100,0142				175,014
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Gerald Spector				66,000				100,0142				166,014
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		James Star				75,000				100,0142				175,014
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

¹ Represents the aggregate grant date fair value of the Board for the 2016-2017 term, LTIC Program awards in the form of LTIC Shares and LTIC RSUs or in the form of LTIP Units. Mr. Zell elected to receive his LTIC Program awards in the form of LTIP Units, which were granted under the 2015 Omnibus Plan. On January 24, 2017, the Compensation Committee approved the grant of LTIC Program awards to Mr. Zell consisting of 20,972 Time-Based LTIP Units and 42,580 Performance-Based LTIP Units whichgranted to Mr. Zell on January 24, 2017, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures for purposes of computing the value of the Performance-Based LTIP Units, and based on the assumptions described in Note 14 of the Company's Annual Report on Form 10-K for the year ended December 31, 2017. The grant date fair value of the Time-Based LTIP Units ($659,989) is equal to the closing price per Common Share on the date of grant, $31.47, multiplied by the number of units granted (20,972). The grant date fair value of the Performance-Based LTIP Units ($1,695,110) is based on a Monte Carlo simulation model, representing the number of Performance-Based LTIP Units that would be earned by Mr. Zell will earn if the applicabletarget level of performance measure is achieved at(42,580), as such level of achievement represents the target level.probable outcome as of the grant date. The actual number of Performance-Based LTIP Units that would be earned by Mr. Zell will earn will be between 0% and 249.25%if the maximum level of the number of Performance-Based LTIP Units granted to him, depending on the achievement of the applicable performance criteria.is achieved is 106,131. The Time-Based LTIP Units represent 33% of Mr. Zell's target LTIC Program award and are subject to time-based vesting conditions, and the Performance-Based LTIP Units represent 67% of his target LTIC Program award. Mr. Zell's LTIC Program awards generally have the same termsaward and conditions (including timeare subject to both time-based and performance-based vesting conditions)conditions. The Performance-Based LTIP Units awarded to Mr. Zell are fully at-risk, as he will earn




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between 0% and 249.25% of the LTIC Program awards granted to our named executive officers,Performance-Based LTIP Units based on the achievement of the applicable performance measure, as described above in the section entitled "Trustee Compensation Discussion and Analysis – 2017 Compensation Actions – 2016 LTIC ProgramEquity Awards Granted to Sam Zell,." except thatAs of December 31, 2017, Mr. Zell'sZell held 156,820 LTIC Shares, 20,972 Time-Based LTIP Units, 258,773 LTIC RSUs and any earned42,580 Performance-Based LTIP Units (i) vest on a pro-rata basis if Mr. Zell's service terminates duein the aggregate. The awards granted to his death and (ii) vest in full if Mr. Zell, dies or is no longer Chairmanas a non-independent Trustee, generally have the same terms and conditions as the LTIC Program awards issued to our named executive officers.

² Represents the aggregate grant date fair value of the Board within 12 months3,156 restricted shares awarded to Messrs. Corl, Edelman, Glickman, Linneman, Lozier, Spector and Star, and Ms. Robertson, as well as the 3,156 LTIP Units granted to Mr. Shea, on June 20, 2017, computed in accordance with FASB ASC Topic 718 and based on the assumptions described in Note 14 of a "Change in Control" transaction (as such termthe Company's Annual Report on Form 10-K for the year ended December 31, 2017. The grant date fair value of the restricted shares and LTIP Units is defined in Mr. Zell's equity award agreement) in which the awards are assumed by the acquirer or surviving entity in such a transaction. Based onequal to the closing price per Common Share on the date of $31.47 on January 24, 2017,grant, $31.69, multiplied by the Time-Basednumber of shares or units granted. These restricted shares and LTIP Units granted to Mr. Zell had a valuevest on the first anniversary of the grant date of $659,989. Based on the same closing price per Common Share,award. As of December 31, 2017, each Independent Trustee other than Mr. Shea held 3,156 restricted shares in the number of Performance-Basedaggregate, and Mr. Shea held 3,156 LTIP Units that will be earned by Mr. Zell ifin the Company's performance is at the target had a value on the grant date of $1,339,993. Since the number of Performance-Based LTIP Units that will be earned by Mr. Zell, if any, will not be determined until the end of the three-year performance period, the actual value of the Performance-Based LTIP Units could be higher or lower than the foregoing target levels, depending on the Company's achievement of the applicable performance criteria.aggregate.




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


              Unless otherwise indicated, the information set forth below is as of April 12, 2017,16, 2018, the record date for the Annual Meeting. The following table sets forth information regarding the beneficial ownership of our common shares (excluding any fractional shares that may be beneficially owned by such persons) by: (1) each person or entity known to us to be the beneficial owner of more than 5% of our outstanding common shares; and (2) each of our named executive officers, each of our trustees, and our executive officers and trustees as a group. Unless otherwise indicated, the address of each identified person or entity is: c/o Equity Commonwealth, Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606. Also, unless otherwise indicated, we believe that each owner named below has sole voting and investment power for all our common shares shown to be beneficially owned by that person or entity. Except as set forth below, as of April 12, 2017,16, 2018, we do not know of any outstanding rights to acquire our shares of the type specified in Rule 13d-3(d)(1) under the Exchange Act with respect to any of the beneficial owners set forth below.

Name and Address of Beneficial Owner		Number of Shares and Units (1)		Percent of All Shares(2)		Percent of All Shares and Units(3)		Number of Shares and Units(1)		Percent of All Shares(2)		Percent of All Shares and Units(3)
Beneficial Owners of More Than 5% of Our Common Shares
The Vanguard Group(4)		19,085,693		15.38%		15.38%		20,037,166		16.5%		16.5%
BlackRock, Inc.(5)		7,843,639		6.32%		6.32%
T. Rowe Price Associates, Inc.(6)		7,439,847		6.00%		5.99%
T. Rowe Price Associates, Inc.(5)								9,362,550		7.7%		7.7%
BlackRock, Inc.(6)								8,408,887		6.9%		6.9%
Janus Henderson Group plc(7)								6,873,923		5.7%		5.7%
Executive Officers
David Helfand(7)		470,069		*		*
Adam S. Markman(8)		108,145		*		*
David Helfand(8)								539,129		*		*
Adam S. Markman(9)								138,163		*		*
David S. Weinberg		115,623		*		*		148,614		*		*
Orrin S. Shifrin		93,314		*		*		115,458		*		*
Trustees
Sam Zell(9)		297,690		*		*
Sam Zell(10)								430,878		*		*
James S. Corl		17,628		*		*		20,784		*		*
Martin L. Edelman		16,919		*		*		20,075		*		*
Edward A. Glickman		17,628		*		*		20,784		*		*
Peter Linneman		17,628		*		*		20,784		*		*
James L. Lozier, Jr.		17,628		*		*		14,784		*		*
Mary Jane Robertson		16,919		*		*		20,075		*		*
Kenneth Shea		17,628		*		*
Kenneth Shea(11)								20,784		*		*
Gerald A. Spector		16,919		*		*		20,075		*		*
James A. Star(10)		53,750		*		*
James A. Star(12)								56,906		*		*
All Current Executive Officers And Trustees As A Group (fourteen persons)		1,277,488		1.03%		1.03%		1,587,293		1.3%		1.3%

---

* Less than 1% of our common shares.

¹ Our Charter and bylaws place restrictions on the ability of any person or group to acquire beneficial ownership of more than 9.8% of any class of our shares. Numbers include all outstanding Time-Based LTIP Units and excludes the grants of Performance-Based LTIP Units described above in "Compensation Discussion and Analysis."

² The percentages indicated are based upon the number of shares held by the officer or trustee divided by the approximately 124,064,195121,457,073 of our common shares outstanding as of April 12, 2017.16, 2018.




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³ The percentages indicated are based upon the number of shares and Time-Based LTIP Units held by the officer or trustee divided by the approximately 124,103,559121,499,593 of our common shares, OP Units and Time-Based LTIP Units outstanding as of April 12, 2017.16, 2018.




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⁴ This information is as of December 31, 2016,2017, and is based solely on a Schedule 13G/A (the "Vanguard Group 13G") filed with the SEC on MarchFebruary 9, 2017,2018, by The Vanguard Group ("Vanguard Group") and a Schedule 13G/A (the "Vanguard REIT Fund 13G") filed with the SEC on February 13, 2017,2, 2018, by Vanguard Specialized Funds – Vanguard REIT Index Fund ("Vanguard REIT Fund"). According to the Vanguard Group 13G and the Vanguard REIT Fund 13G, the address of each of Vanguard Group and Vanguard REIT Fund is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Vanguard Group reports aggregate beneficial ownership of 19,085,69320,037,166 common shares, with sole power to vote 239,227212,344 common shares, shared power to vote 147,444161,707 common shares, sole power to dispose of 18,870,28219,818,704 common shares and shared power to dispose of 215,411218,462 common shares. Vanguard Group reports that it is the parent holding company for certain subsidiaries that have acquired our common shares and that are listed in the Vanguard Group 13G. Vanguard REIT Fund reports aggregate beneficial ownership of 9,055,7408,354,771 common shares, with sole power to vote all 9,055,7408,354,771 common shares. However, the 9,055,7408,354,771 common shares reported as beneficially owned by Vanguard REIT Fund in the Vanguard REIT Fund 13G are also reported as beneficially owned by Vanguard Group in the Vanguard Group 13G and therefore are not separately listed in this table of beneficial ownership.

⁵ This information is as of December 31, 2016, and is based solely on a Schedule 13G/A filed with the SEC on January 24, 2017, by BlackRock, Inc. ("BlackRock"). Based on the information provided in that Schedule 13G/A, the address of BlackRock is 55 East 52nd Street, New York, New York 10055. BlackRock reports beneficial ownership of 7,843,639 common shares, sole power to vote 7,155,192 common shares and sole power to dispose of 7,843,639 common shares. BlackRock reports that it is the parent holding company for certain subsidiaries that have acquired our common shares and that are listed in that Schedule 13G/A.

⁶ This information is as of December 31, 2016, and is based solely on a Schedule 13G/A filed with the SEC on February 7, 2017,14, 2018, by T. Rowe Price Associates, Inc. ("T. Rowe Price"). Based on the information provided in that Schedule 13G/A, the address of T. Rowe Price is 100 E. Pratt Street, Baltimore, MD 21202. T. Rowe Price reports beneficial ownership of 7,439,8479,362,550 common shares, sole power to vote 1,439,1932,211,659 common shares and sole power to dispose of all 7,439,8479,362,550 common shares.

⁶ This information is as of December 31, 2017, and is based solely on a Schedule 13G/A filed with the SEC on January 29, 2018, by BlackRock, Inc. ("BlackRock"). Based on the information provided in that Schedule 13G/A, the address of BlackRock is 55 East 52nd Street, New York, New York 10055. BlackRock reports beneficial ownership of 8,408,887 common shares, sole power to vote 7,921,682 common shares and sole power to dispose of 8,408,887 common shares. BlackRock reports that it is the parent holding company for certain subsidiaries that have acquired our common shares and that are listed in that Schedule 13G/A.

⁷ This information is as of December 31, 2017, and is based solely on a Schedule 13G/A filed with the SEC on February 12, 2018, by Janus Henderson Group plc ("Janus"). Based on the information provided in that Schedule 13G/A, the address of Janus is 201 Bishopsgate EC2M 3AE, United Kingdom. Janus reports beneficial ownership of 6,873,923 common shares, sole power to vote all 6,873,923 common shares and sole power to dispose of all 6,873,923 common shares.

⁸ Includes 290 common shares held by EGI-CW Holdings, L.L.C. ("EGI-CW"). Mr. Helfand is a member of EGI-Fund (14-16) Investors, L.L.C. ("EGI-Fund (14-16)"), which is a member of EGI-CW. These 290 common shares represent only the number of shares in which Mr. Helfand has a pecuniary interest in accordance with his proportionate interest in EGI-Fund (14-16).

⁸⁹ Includes 14,041 Time-Based LTIP Units held by The Adam and Sarah Markman Trust, of which the reporting person is the co-trustee and a beneficiary.

⁹¹⁰ Includes 20,972 Time-Based LTIP Units. Excludes 2,584,300 shares that are held by EGI-CW Holdings, L.L.C. ("EGI-CW"), which is indirectly controlled by Chai Trust Company, LLC ("Chai"). Two entities, in which trusts established for the benefit of Mr. Zell's family, the trustee of each of which is Chai, indirectly own interests, are members of EGI-CW. Mr. Zell is not an officer or a director of Chai and does not have voting or dispositive power over the shares, and therefore disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein indirectly held by his family.

¹⁰¹¹ Includes 3,156 Time-Based LTIP Units.

¹² Excludes 246,702 shares held by Crown Investment Series LLC – Series 45 ("Crown Series 45"), in which trusts established for the benefit of Mr. Star's wife and children indirectly own interests. Crown Series 45 is indirectly controlled by Longview Asset Management LLC, of which Mr. Star is President and Chief Executive Officer. Mr. Star disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.




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Section 16(a) Beneficial Ownership Reporting Compliance


              Executive officers, trustees and certain persons who own more than 10% of our outstanding common shares are required by Section 16(a) of the Exchange Act and related regulations:

•

to file reports of their ownership of such common shares with the SEC; and



•

to furnish us with copies of the reports.

              Based solely upon a review of Forms 3 and 4 and amendments thereto and written representations furnished to us, no person who at any time during the most recent fiscal year was a trustee, officer, or beneficial owner or more than 10% of any class of our equity securities failed to file on a timely basis, as disclosed in the above forms, reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.




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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS


Review and Approval or Ratification of Transactions with Related Persons


              Our Code of Business Conduct and Ethics prohibits trustees and executive officers from engaging in transactions that may result in a conflict of interest with us. However, the Code of Business Conduct and Ethics allows exceptions to this prohibition, but only if a majority of the disinterested trustees approves the transaction or the transaction has otherwise been approved pursuant to our Related Party Transaction Policy. According to our Related Party Transaction Policy and our Audit Committee's charter, our Audit Committee must review any transaction involving a trustee, officer or 5% shareholder that may create a conflict of interest. The Audit Committee must either approve or reject the transaction or refer the transaction to the full Board, excluding any interested trustees.

              Our Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on our website, www.eqcre.com.

Related Person Transactions


Two North Riverside Plaza Joint Venture Limited Partnership

              Effective July 20, 2015, we entered into a lease with Two North Riverside Plaza Joint Venture Limited Partnership, an entity associated with Mr. Zell, our Chairman, to occupy office space on the twentieth and twenty-first floors of Two North Riverside Plaza in Chicago, Illinois (the "20^th/21^st Floor Office Lease"). The initial term of the lease is approximately five years, with one 5-year renewal option. The lease payment is approximately $0.5 million for the initial year and $0.8-$0.9 million annually thereafter. This lease was approved by the Audit Committee on June 16, 2015. We have completed improvements to the office space utilizing the $0.7 million tenant improvement allowance pursuant to the lease.

              In connection with the 20^th/21^st Floor Office Lease, effective February 1, 2016, we entered into a lease with Two North Riverside Plaza Joint Venture Limited Partnership for storage space in the basement of Two North Riverside Plaza. The lease expires December 31, 2020; however, each party has the right to terminate on 30 days' prior written notice.

Related and Corvex

              On June 10, 2014, our Audit Committee and Board recommended to shareholders the reimbursement of $33.5 million of expenses incurred by Related Fund Management, LLC ("Related") and Corvex Management LP ("Corvex") since February 2013 in connection with their consent solicitations to remove the trustees on the Company's Board prior to that time, to elect our new Board of Trustees and to engage in related litigation (the "Reimbursement Proposal"). At the time the Reimbursement Proposal was recommended by our Board for approval by our shareholders, Related and Corvex each owned approximately 4.4%, or approximately 8.8% in the aggregate, of our common shares. Because the aggregate ownership of Related and Corvex was more than 5% of our outstanding common shares at the time, approval of the payment of the requested reimbursement to them would constitute a "related party transaction" under our Related Party Transactions Policy and our Audit Committee Charter, which require that the Audit Committee review any transaction involving an owner of more than 5% of our outstanding common shares and either approve or reject the transaction or refer the transaction to the full Board. Both our Audit Committee and our Board reviewed the Reimbursement Proposal and reached the unanimous conclusion that the Reimbursement Proposal was reasonable and fair to the Company's shareholders and recommended that shareholders approve the Reimbursement Proposal.




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              On July 31, 2014, at our 2014 annual meeting of shareholders, our shareholders voted to approve the Reimbursement Proposal, subject to certain limitations. During 2014, in accordance with our shareholders' approval, we paid approximately $16.7 million of the $33.5 million approved for reimbursement. Approximately $8.4 million was to be reimbursed only if the average closing price of our common shares was at least $26.00 (as adjusted for any share splits or share dividends) during the one year period after the date on which the reimbursement was approved by shareholders, and the remaining amount up to $8.4 million was to be reimbursed only if the average closing price of our common shares was at least $26.00 (as adjusted for any share splits or share dividends) during the one year period between the first and second anniversaries of the date on which the reimbursement was approved by shareholders. The average closing price of our common shares was at least $26.00 during both the first and second one year periods after the date on which the reimbursement was approved by shareholders, and as a result, in August 2016 and 2015 we paid an $8.2 million final payment and $8.4 million, respectively, to Related and Corvex.

Indemnification


              The Maryland statute governing a REIT formed under the laws of Maryland, or the Maryland REIT law, permits a Maryland REIT to include in its charter a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for (a) liability resulting from actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established in a judgment or other final adjudication as being material to the cause of action. Our Charter contains such a provision that allows us to eliminate the liability of our trustees and officers to the maximum extent permitted by Maryland law.

              The Maryland REIT Law permits a Maryland REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the Maryland General Corporation Law for directors and officers of Maryland corporations. The MGCLMaryland General Corporation Law ("MGCL") permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually




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incurred by them in connection with any proceeding to which they may be a party by reason of their service in those or other capacities unless it is established that:

•

the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;



•

the director or officer actually received an improper personal benefit in money, property or services; or



•

in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

              However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged to be liable to the corporation nor may a director be indemnified in circumstances in which the director is found liable for an improper personal benefit, unless in either case a court orders indemnification and then only for expenses.




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              In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of:

•

a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and



•

a written undertaking by the director or officer or on the director's or officer's behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

              Our Charter and bylaws obligate us, to the fullest extent permitted by Maryland law, to indemnify and to pay, reimburse or advance reasonable expenses to:

•

any present or former trustee or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or



•

any individual who, while a trustee or officer of our company and at our request, serves or has served as a trustee, officer or partner of another corporation, REIT, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

              Our Charter and bylaws also permit us, with the approval of our Board, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of our company or a predecessor of our company. Our bylaws specify that any indemnification or payment or reimbursement of the expenses as described above will be made in accordance with the procedures provided by the MGCL for directors of Maryland corporations.




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MISCELLANEOUS


Other Matters to Come Before the Annual Meeting


              No other matters are to be presented for action at the Annual Meeting other than as set forth in this Proxy Statement. If other matters properly come before the meeting, however, the persons named in the proxy card will vote all proxies solicited by this Proxy Statement as recommended by the Board, or, if no such recommendation is given, in their own discretion.

Shareholder Proposals and Nominations for the 20182019 Annual Meeting of Shareholders


              Shareholder proposals intended to be presented pursuant to Rule 14a-8 under the Exchange Act at our 20182019 annual meeting of shareholders must be received at our principal executive offices on or before December 22, 2017,26, 2018, in order to be considered for inclusion in our proxy statement for our 20182019 annual meeting of shareholders, provided that if we hold our 20182019 annual meeting on a date that is more than 30 days before or after June 20, 2018,2019, shareholders must submit proposals for inclusion in our 2018 proxy statement within a reasonable time before we begin to print our proxy materials. Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials unless conditions specified in the rule are met.

              In addition, any shareholder who wishes to propose a nominee to the Board or propose any other business to be considered by the shareholders (other than a shareholder proposal included in our proxy materials pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act) must comply with the advance notice provisions and other requirements of Article II, Section 12 of our bylaws, which are on file with the SEC and may be obtained from Investor Relations upon request. These notice provisions require that nominations of persons for election to the Board and the proposal of business to be considered by the shareholders for the 20182019 annual meeting must be received no earlier than November 22, 201726, 2018 and no later than 5:00 p.m., Central Time, December 22, 2017.26, 2018. However, in the event that the 20182019 annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the Annual Meeting, notice by the shareholder to be timely must be received no earlier than the 150th day prior to the date of the meeting and not later than 5:00 p.m., Central Time, on the later of the 120th day prior to the date of the meeting or the tenth day following the date of the first public announcement of the meeting.

Householding of Annual Meeting Materials


              Some banks, brokers and other record holders of our common shares may participate in the practice of "householding" proxy statements, annual reports and Notices of Internet Availability of those documents. This means that, unless shareholders give contrary instructions, only one copy of our proxy statement, annual report or Notice of Internet Availability may be sent to multiple shareholders in each household. We will promptly deliver a separate copy of any of those documents to you if you write to us at Investor Relations, Equity Commonwealth, Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, or call us at (312) 646-2801. If you want to receive separate copies of our proxy statement, annual report or Notice of Internet Availability in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other record holder, or you may contact us at the above address or telephone number.




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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 20, 20172018


              This Proxy Statement and our 20162017 Annual Report are available on our website at www.eqcre.com. In addition, our shareholders may access this information, as well as transmit their voting instructions, at www.proxyvote.com by having their proxy card and related instructions in hand.

              Additional copies of this Proxy Statement and our Annual Report will be furnished to our shareholders upon written request to the Corporate Secretary at the mailing address for our executive offices set forth on the first page of this Proxy Statement. If requested by eligible shareholders, we will provide copies of exhibits to our Annual Report on Form 10-K for the year ended December 31, 2016,2017, as amended, for a reasonable fee.

		By Order of the Board of Trustees
		Orrin S. Shifrin Executive Vice President, General Counsel and Secretary

Chicago, Illinois
April 21, 201725, 2018




*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 20, 2017. EQUITY COMMONWEALTH You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of EQUITY COMMONWEALTH TWO NORTH RIVERSIDE PLAZA SUITE 2100 CHICAGO, IL 60606 the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. proxy materials and voting instructions. E24520-P91876 See the reverse side of this notice to obtain Meeting Information Meeting Type:Annual Meeting For holders as of:April 12, 2017 Date: June 20, 2017Time: 1:00 p.m. Central Time Location: Two North Riverside Plaza Chicago, IL 60606






Before You Vote How to Access the Proxy Materials Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. How To Vote Please Choose One of the Following Voting Methods marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. E24521-P91876 Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Proxy Materials AAvvaaiillaabbllee ttooVVIEIEWWoorrRREECCEEIVIVEE: : ANNUAL REPORTPROXY STATEMENT How to View Online: following page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 6, 2017 to facilitate timely delivery.






Our Board of Trustees Recommends You Vote "FOR" the Nominees for Trustee in Proposal 1, "FOR" Proposal 2, "ONE YEAR" for Proposal 3, and "FOR" Proposal 4. 1. To elect the nominees named in our proxy statement to our Board of Trustees 01) Sam Zell 02) James S. Corl 03) Martin L. Edelman 04) Edward A. Glickman 05) David Helfand 06) Peter Linneman 07) James L. Lozier, Jr. 08) Mary Jane Robertson 09) Kenneth Shea 10) Gerald A. Spector 11) James A. Star Our Board recommends you vote "FOR" Proposal 1. 2. To approve, on a non-binding advisory basis, the compensation of our named executive officers. Our Board recommends you vote "FOR" Proposal 2. 3. To select, on a non-binding advisory basis, the frequency with which the advisory vote on executive compensation should be held. Our Board recommends you vote "ONE YEAR" for Proposal 3. 4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. Our Board recommends you vote "FOR" Proposal 4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROXIES, IN THEIR DISCRETION, ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. E24522-P91876 Voting Items



 

AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 19, 2017.2018. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. EQUITY COMMONWEALTH TWO NORTH RIVERSIDE PLAZA SUITE 2100 CHICAGO, IL 60606 AUTHORIZE YOUR PROXY BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 19, 2017.2018. Have your proxy card in hand when you call and then follow the instructions. AUTHORIZE YOUR PROXY BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Equity Commonwealth, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Equity Commonwealth in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically by e-mail or over the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E24514-P91876E43807-P07505 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. EQUITY COMMONWEALTH Our Board of Trustees Recommends You Vote “FOR”"FOR" the Nominees for Trustee in Proposal 1 “FOR”and "FOR" Proposals 2 and 4, and "One Year" for Proposal 3. For All Withhold All For All ExceptAllAllExcept To withhold authority to vote for any individual nominee(s), mark “For"For All Except”Except" and write the number(s) of the nominee(s) on the line below. ! ! ! 1. To elect the nominees named in our proxy statement to our Board of Trustees 01) Sam Zell 02) James S. Corl 03) Martin L. Edelman 04) Edward A. Glickman 05) David Helfand 06) Peter Linneman 07) James L. Lozier, Jr. 08) Mary Jane Robertson 09) Kenneth Shea 10) Gerald A. Spector 11) James A. Star Our Board recommends you vote "FOR" Proposal 1. For Against Abstain 2. To approve, on a non-binding advisory basis, the compensation of our named executive officers. For Against Abstain 4.! ! ! Our Board recommends you vote "FOR" Proposal 2. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. Our Board recommends you vote "FOR" Proposal 4. For Against Abstain ! ! !2018. ! ! ! Our Board recommends you vote "FOR" Proposal 2.3. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED "FOR" THE NOMINEES FOR TRUSTEE IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 4, AND "ONE YEAR" FOR PROPOSAL 3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROXIES, IN THEIR DISCRETION, ARE AUTHORIZED TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. 3. To select, on a non-binding advisory basis, the One frequency with which the advisory vote on Year executive compensation should be held. Two Years Three Years Abstain ! ! ! ! Our Board recommends you vote "ONE YEAR" for Proposal 3. ! For address changes, please check this box and write them on the back where indicated. (NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name by authorized officer, indicating title. If a partnership, please sign in partnership name by authorized person indicating title.) Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.1



 




EQUITY COMMONWEALTH ANNUAL MEETING OF SHAREHOLDERS June 20, 2017, 1:2018, 8:00 p.m.,a.m. Central Time Two North Riverside Plaza Chicago, IL 60606 E24515-P91876E43808-P07505 EQUITY COMMONWEALTH Two North Riverside Plaza, Suite 2100 Chicago, IL 60606 Proxy Important Notice Regarding Internet Availability of Proxy Materials: The proxy materials for the Equity Commonwealth annual meeting of shareholders, including our annual report and proxy statement, are available on the internet. This proxy is solicited on behalf of the Board of Trustees of Equity Commonwealth. The undersigned shareholder of Equity Commonwealth, a Maryland real estate investment trust, or the Company, hereby appoints David Helfand and Orrin S. Shifrin, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the annual meeting of shareholders of the Company to be held at Two North Riverside Plaza, Chicago, IL 60606 on June 20, 2017,2018, at 1:8:00 p.m.a.m. Central Time, and any postponement or adjournment thereof, to cast on behalf of the undersigned all the votes that the undersigned is entitled to cast at the meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the notice of annual meeting of shareholders and of the accompanying proxy statement, each of which is incorporated herein by reference, and revokes any proxy heretofore given with respect to the meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS EXECUTED, BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE NOMINEES FOR TRUSTEE IN PROPOSAL 1 “FOR” PROPOSAL 2, "ONE YEAR" FOR PROPOSAL 3, AND "FOR" PROPOSAL 4.PROPOSALS 2 AND 3. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST BY THE PROXIES, IN THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. See reverse for voting instructions. (If you noted any Address Changes above, please mark the corresponding box on the reverse side.) V.1.1 Address Changes: