UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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		2017 Proxy Statement and
		Annual Meeting of Shareholders

Notice of 20142017 Annual

Meeting of Shareholders

and Proxy StatementApril 27, 2017

NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholder:Fellow Shareholders,

You are cordially invited to attend Equity Residential’s 20142017 Annual Meeting of Shareholders. This year’s meeting will be held on Thursday, June 12, 201415, 2017 at 1:8:00 p.m.,a.m. at Two North Riverside Plaza, Suite 2400,500, Chicago, Illinois 60606, at which time shareholders of record at the close of business on March 31, 2014,2017 will be asked to:

Your vote is very important. Whether or not you attend the meeting in person, Iwe urge you to vote as soon as possible. Instructions on how to vote are contained in the Proxy Statement.

Thank you forOur Board of Trustees values your opinion as a shareholder and appreciates your continued support of Equity Residential.

Sincerely,

Bruce C. Strohm Executive Vice President, General Counsel and David J. Neithercut President and Chief Executive Officer Bruce C. Strohm Executive Vice President, General Counsel and Corporate Secretary

April 17, 2014

TABLE OF CONTENTS

PROXY STATEMENT

This Proxy Statement and related proxy materials are being made available to shareholders of Equity Residential (“Equity Residential” or the “Company”) on or about April 17, 201427, 2017 in connection with the solicitation by our Board of Trustees (the “Board”) of proxies to be voted at the Company’s 20142017 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 12, 2014,15, 2017 at 1:8:00 p.m.,a.m. at Two North Riverside Plaza, Suite 2400,500, Chicago, Illinois.Illinois 60606.

SUMMARY OF MATTERS FOR SHAREHOLDER VOTING

At this year’s Annual Meeting, we are asking our shareholders to vote on the following matters:

Proposal 1:     Election of Trustees

The Board recommends a voteFOR the election of the following nominees for trustee (the “Trustees”) named in this Proxy Statement.: Samuel Zell, David J. Neithercut, John W. Alexander, Charles L. Atwood, Linda Walker Bynoe, Connie K. Duckworth, Mary Kay Haben, Bradley A. Keywell, John E. Neal, Mark S. Shapiro, Gerald A. Spector and Stephen E. Sterrett.

Proposal 2:     Ratification of Ernst & Young LLP as Independent Auditor for 20142017

The Board recommends a voteFOR this proposal.

Proposal 3:     Advisory Approval of Executive Compensation

The Board recommends a voteFORthis proposal.

Proposal 4:     Advisory Approval of Frequency of Vote on Executive Compensation

GOVERNANCE OF THE COMPANYProposal 5:     Shareholder Proposal to Allow Shareholders to Amend the Company’s Bylaws

The Board recommends a voteAGAINSTthis proposal.

GOVERNANCE OF THE COMPANY

Corporate Governance

The Company is dedicated to establishing and maintaining high standards of corporate governance. The Board has implemented many corporate governance measures over the years designed to serve the interests of our shareholders and further align the interests of trustees and management with those of our shareholders. Below are some of the Company’s corporate governance highlights:

Board of Trustees

Our business and affairs are managed under the direction of the Board of Trustees, which currently consists of the eleven members noted above.

Trustees. Members of the Board are kept informed of the Company’stheCompany’s business through discussions with the Chairman, the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Board members have complete access to the Company’s management team and our independent auditor.

The Board and each of the key committees – Audit, Compensation and Corporate Governance – also have authority to retain, at the Company’s expense, outside counsel, consultants or other advisors in the performance of their duties. The Company’s Corporate Governance Guidelines on Governance require that a majority of the trustees be independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards.

Current charters for the Audit, Compensation and Corporate Governance Committees and the Company’s Guidelines on Governance and Code of Ethics and Business Conduct may be viewed on the Company’s website atwww.equityresidential.com in the investor section under “Corporate Governance.” In addition, the Company will mail copies of the Committee charters, the Guidelines on Governance and the Code of Ethics and Business Conduct to shareholders upon written request to Equity Residential, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, Attn: Corporate Secretary or by contacting Investor Relations by phone (1-888-879-6356) or e-mail (investorrelations@eqrworld.com). The information contained on the Company’s website is not part of or incorporated into this Proxy Statement.

Board Leadership Structure and Succession

Since the formation of the Company in 1993, we have separated the roles of Chairman of the Board and Chief Executive Officer of Equity Residential. Our Chairman of the Board,Officer. Samuel Zell founded a predecessor of the Company in the 1960s, has served as Chairman since our initial public offering in August 1993 and is uniquely qualified to serve in this role. Mr. Zell is recognized as one of the founders of today’s public real estate industry after creating for the first time in history, two of the largest real estate investment trusts (“REITs”) in the countrycountry: the Company, which has delivered a 13.4% annualized total shareholder return from its IPO in August 1993 through December 31, 2016, and Equity Office Properties Trust, which delivered a 17.4% annualized total shareholder return from its IPO in July 1997 through its sale in February 2007. Mr. Zell also founded Equity LifeStyle Properties, Inc. (NYSE: ELS), the largest REIT in its sector and one other REIT, the largestthat has delivered a 16.0% annualized total shareholder return from its IPO in its sector. February 1993 through December 31, 2016.

As our Chairman, heMr. Zell presides over meetings of the full Board of Trustees, stewards the Company, counsels senior management regarding strategy and provides them with a network of resources across the industry. David J. Neithercut, our President and CEO, sets the strategic direction for the Company under the direction of the Board, is responsible for theday-to-day leadership and performance of the Company and sets the agenda for Board meetings in consultation with the Chairman and our Lead Trustee. We believe the Company is well-served by our current leadership structure.

GOVERNANCE OF THE COMPANY

Lead Trustee

Charles L. Atwood has been the Company’s Lead Trustee since March 2009. In this capacity, Mr. Atwood, who is an independent trustee, coordinates with the other independent trustees on the following:Atwood’s duties as Lead Trustee include:

Executive Sessions

Pursuant to the Company’s Corporate Governance Guidelines, on Governance, thenon-management trustees of the Board (all trustees who are not executive officers of the Company) meet in regularly scheduled executive sessions without management. The independent trustees also meet in executive session at least once a year. The Lead Trustee chairs these sessions. In 2013,2016, thenon-management Trustees trustees held four executive sessions, and the independent trustees held one executive session.

The Board’s Role in Risk Oversight

While risk management is primarily the responsibility of management, the Board provides overall risk oversight, both directly and through its committees, to identify and assess the major risks the Company faces, and the policies and procedures for monitoring and controlling such risks.

Each of these committees meets with and reviews material from management and internal audit (as applicable) and reports to the management of such risks, as mentioned above,Board, thereby keeping the entire Board of Trustees isfully informed about and oversees such risks.in a position to administer its overall risk management oversight responsibilities. Furthermore, at most regularly scheduled Board meetings, the Board reviews key matters relating to the Company’s finances, liquidity, IT security, operations and investment activity.

Assessment of Board Performance and Board Processes

The trustees, throughRecognizing the Corporate Governance Committee, annuallyimportance of a rigorous self-evaluation process to allow boards to assess their performance and identify and address any potential gaps in the boardroom, the Board conducts an annual self-assessment of the performance of the full Board, individual Board members and Board committees. The Chair of the Corporate Governance Committee is responsible for leading the evaluation processprocess.

For the 2016 assessment, the Committee Chair conducted a confidential and discussingin-depth interview with each of the trustees to solicit their feedback. Following that, the Committee Chair discussed with each trustee individually his or her own evaluation and for providingprovided the full Board and Committees with feedback on its performance as a whole.their performance. The Lead Trustee is responsible for providing individual feedback tointerviewed each of the trustees about their evaluation of the Committee Chair of the Corporate Governance Committee. The purpose of thisCommittee and provided the Committee Chair with feedback on performance. This annual evaluation process isprovides a way to determinetrack progress in certain areas targeted for improvement from year to year and to identify opportunities to enhance the Board and Committees’ effectiveness. The assessments confirm whether the current boardBoard leadership and structure continuescontinue to be optimal for the Company and takesare taken into account by the assessments into accountCorporate Governance Committee in making its recommendations to the Board regarding trustee nominees.

Management Development and Succession

The Board’s goal, through the oversight of the Compensation Committee, is to have an ongoing program for effective leadership development and succession.succession for executive management. As reflected in the Company’s Corporate Governance Guidelines, the Compensation Committee discusses with the CEO his recommendations for management development and corporate succession for the

Company’s other executive officers. Additionally, the Compensation Committee oversees long range plans for management development and executive succession for the CEO.

The Board’s executive succession plan involves conducting regular talent reviews, creating profiles of ideal candidates and selecting potential successors expected to fit the needs of the Company over time. In implementing these plans, the Board believes that, at its core, succession planning: (1)(i) is a board-driven, collaborative process; (2) is aand continuous process; (3)(ii) should be driven by corporate strategy;take into account the Company’s long-term strategic goals; and (4)(iii) involves building a talent-rich organization by attracting and developing the right people. Individuals who are identified as high potential leaders are given exposure and visibility to Board members through formal presentations and informal events. Furthermore, for 2013,2016, twenty-five percent of the assessment of the CEO’s annual performance and ten percent of the assessment of the executive officers’ annual performance iswere based on an individual goalgoals that isinclude development, succession or leadership orientated.leadership-oriented goals. In addition to their review of executive officer development and succession, the Board is regularly updated on key talent indicators for the overall workforce, including diversity and other development programs.

In the event the Chairman of the Board and/or the CEO is unable to serve, (i) the Lead Trustee shall automatically be appointed to serve as the interim Chairman, (ii) the Vice Chairman of the Board (or the Chairman if there is no Vice Chairman) shall automatically be appointed to serve as the interim CEO and (iii) the Chair of the Compensation Committee will

GOVERNANCE OF THE COMPANY

promptly call a meeting to initiate the process for the selection of a permanent replacement for either or both positions.

Certain Relationships and Related Transactions

The Company has adopted a Code of Ethics and Business Conduct that applies to all trustees and employees. The purpose of the Code of Ethics and Business Conduct is to promotepromote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote(ii) full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and to promote(iii) compliance with all applicable rules and regulations that apply to the Company and its officers, employees and trustees.

The Audit Committee has responsibility for reviewing the Company’s written policies relating to the avoidance of conflicts of interest and reviewing any proposed related party transactions. Pursuant to such policy, the Company discloses the following with respect to related party transactions:

Trustee Resignation Policy

The Company has a majority vote standard for the election of trustees in uncontested elections which incorporateswith a trustee resignation policy for any trustee who does not receive the requisite vote. This resignation policywhich requires that any trustee nominee who is not elected by a majority of votes cast must promptly tender his or her resignation to the Board. The Board would then decide within 90 days following certification of the shareholder vote, through a process managed by the Corporate Governance Committee and excluding the nominee in question, whether

to accept or reject the tendered resignation, or whether other action is recommended. The Board would promptly publicallypublicly disclose its decision and rationale.

GOVERNANCE OF THE COMPANY

Share Ownership Guidelines

In keeping with its belief that aligning the financial interests of the Company’s executive officers and trustees with those of the shareholders will result in enhanced shareholder value, the Board has established the following executive officer and trustee share ownership guidelines:

Executive officers and trustees have three years from appointment or promotion to comply with the ownership requirements, and allrequirements. All of our named executive officers and trustees are in compliance. In fact, Mr. Neithercut’s December 31, 2013 share holdings of over $27,800,000 exceeds his share ownership requirement by 5 times, and the other named executive officers as a group on average exceedhave met their requiredrespective share ownership requirements by 2.5 times.or are in the permitted time frame to achieve such ownership.

The following equity interests count toward fulfillment of ownership guidelines:guidelines provided that such equity interests have not been pledged as security for a financing obligation:

Securities Trading Policy and Prohibition against Hedging of Company Equity Securities

The Company’s Securities Trading Policy sets forth guidelines and restrictions applicable to trustees and executive officers of the Company regarding transactions involving Company equity securities. Pursuant to this policy, the Company regularly imposes a trading moratorium on all trustees and all high level officers in advance of earnings releases, and otherwise trustees and officers are restricted from time to time whentrading whenever they have knowledge of materialnon-public information. Among other things, this policy also prohibits our trustees and executive officers from engaging in puts, calls or similar options on our common shares or inselling any derivativeCompany equity securities if he or she does not own the equity security at the time of the Company or selling our shares short. In addition, thissale (commonly called a “short sale”). This policy further prohibits trustees and executive officers from entering into hedging arrangements with respect to their holdings of the Company’s equity securitiespurchasing financial instruments that are designed to hedge or offset or reduce the risk of price fluctuationsany decrease in the underlying security (suchmarket value of their Company equity securities.

Corporate Social Responsibility

The Company is devoted to the incorporation of sustainability and social responsibility concepts in all aspects of its business and is especially proud of its outstanding performance in the 2016 Global Real Estate Sustainability Benchmark (“GRESB”) Survey– a globally-recognized third-party analysis of more than 750 real estate portfolios worldwide. For the second year in a row, the Company was recognized by GRESB as covered calls, collars or other transactionsa Global/Residential Listed Sector Leader – the top performer in North America among all residential firms. In 2016, the Company also received the Residential Leader in the Light award from the National Association of Real Estate Investment Trusts (“NAREIT”) in recognition of the Company’s portfolio-wide sustainability initiatives. For further information, please see the Company’s 2016 Corporate Social Responsibility and Sustainability Report posted at www.equityapartments.com in the investor section under “Sustainability”.

Political Contributions Policy

The Company has a robust policy governing the approval of any political expenditures made by it. Under the policy, which is reviewed annually by the Corporate Governance Committee, any political spending by the Company must be legitimately linked to the Company’s business purposes and strategic intent, and approved by the Chief Executive Officer. The Corporate Governance Committee conducts an annual review to ensure that severall political spending under the ultimate alignmentpolicy is legitimately linked to the Company’s business purpose and strategic intent. The policy, together with our shareholders’ interests)a disclosure on the amount spent under the policy during the previous calendar year, is available on the Company’s website at www.equityapartments.com in the investor section under “Corporate Governance”.

GOVERNANCE OF THE COMPANY

Biographical Information and Qualifications of Trustees

Our Trustees bring to the Company’s Board a wealth of business, real estate and/or leadership experience derived from their service as senior executives and, in some cases, leaders of complex organizations, and have the collective experience that meets the Company’s strategic objectives and contributes to the Board’s effectiveness as a whole. They also all bring public board and committee experience and have an understanding of corporate governance practices and trends. The process undertaken by the Corporate Governance Committee in recommending qualified trustee candidates is described under “Trustee Nomination Procedures” below.

Set forth below are biographies of each of our trustees as of April 1, 2014,2017, which include a discussion of the specific skills and expertise that led to the Board’s conclusion that such individual should serve as a Trustee of the Company.

SAMUEL ZELLTrustees Nominated forRe-Election, our founder and the Company’s Chairman since our initial public offering in 1993, is Chairman and Chief Executive Officer of Equity Group Investments, LLC, the private entrepreneurial investment firm he founded more than 40 years ago. He is also co-founder and chairman of Equity International, a private investment firm focused on real estate-related companies outside the U.S., including three publicly-held portfolio companies listed on the NYSE: Gafisa in Brazil; Xinyuan in China; and Homex in Mexico; and a fourth, BR Malls, Brazil’s largest retail property owner and operator, listed on the Bovespa exchange. He also serves as chairman of Anixter International, Inc., Covanta Holding Corporation and Equity LifeStyle Properties, Inc. Previously, Mr. Zell served as chairman of Equity Office Properties Trust, which was sold in February 2007 for $39 billion in the largest ever private equity transaction at the time, and which delivered an annual total return to shareholders from its initial public offering in July 1997 through its sale of approximately 17%. Mr. Zell served as the chairman of the Tribune Company until December 2012, at which time the Tribune Company emerged from Chapter 11 bankruptcy.

Mr. Zell serves on the JPMorgan National Advisory Board, the President’s Advisory Board at the University of Michigan, the Visitor’s Committee at the University of Michigan Law School, and with the combined efforts of the University of Michigan Business School, established the Zell/Lurie Entrepreneurial Center. He was appointed a DeRoy Visiting Professor in Honors at the College of Literature, Science and the Arts at the University of Michigan. Mr. Zell received a J.D. from the University of Michigan Law School.

Mr. Zell’s Skills and Expertise:

John W. Alexander Age 70 Trustee since 1993 Independent Committees • Compensation • Governance		John W. Alexander has been President of Mallard Creek Capital Partners, Inc., an investment company with interests in real estate, development entities and operating companies, since 1994. He also has been a partner of Meringoff Equities, a real estate investment company, since 1987 and previously served as its Chief Financial Officer and as a managing director. He had earlier careers at Citibank and Toronto-based Cadillac Fairview, which was North America’s largest public real estate company at that time. Qualifications •    Extensivehands-on management experience at various large companies in the real estate industry with similar activities to those of the Company •    Important insights gained from many years of board and leadership responsibilities •    Great depth of knowledge of the Company’s business and strategy

Linda Walker Bynoe Age 64 Trustee since 2009 Independent Committees • Governance (Chair) • Audit		Linda Walker Bynoe has been President and Chief Executive Officer of Telemat Ltd., a management consulting firm, since 1995 and served as its Chief Operating Officer from 1989 through 1994. Ms. Bynoe served as a Vice President – Capital Markets for Morgan Stanley from 1985 to 1989, joining the firm in 1978. Ms. Bynoe serves as a director of Anixter International, Inc. (NYSE: AXE), Northern Trust Corporation (NASDAQ: NTRS) and Prudential Retail Mutual Funds and is a former director of Simon Property Group, Inc. (NYSE: SPG). Ms. Bynoe received an M.B.A. from Harvard Business School. Qualifications •    Extensive experience as a director of financial services and other complex companies •    Diverse consulting and investment experience in various industries •    Audit committee financial expert, based on her expertise in accounting and financial risk management, as well as experience on other public company audit committees

Mary Kay Haben Age 60 Trustee since 2011 Independent Committees • Compensation   (Chair) • Governance		Mary Kay Haben served as the President-North America for the Wm. Wrigley Jr. Company, a leading confectionary company, until her retirement in February 2011. At Wrigley, Ms. Haben drove growth through new product and packaging innovation, as well as marketing efforts in emerging social media. Prior to joining Wrigley in 2007, Ms. Haben held various executive positions during her27-year career at Kraft Foods Inc. These included leading significant business divisions and functions for Kraft, driving bottom line growth through marketing innovation and brand positioning efforts, as well as acquisitions and productivity initiatives. She serves as the lead director of Bob Evans Farms, Inc. (NASDAQ: BOBE) and is a director of The Hershey Company (NYSE: HSY). Ms. Haben received an M.B.A. from the University of Michigan Ross School of Business. Qualifications •    Substantial experience as a brand builder and consumer products business leader •    Proven track record in exceeding consumer expectations through innovation and implementation of business strategies in various markets and media platforms •    Valuable marketing perspective as the Company continues to focus on ways to engage with current and future residents

John E. Neal Age 67 Trustee since 2006 Independent Committees • Audit (Chair)		John E. Nealis a partner of Linden LLC, a private equity firm. Mr. Neal has over 30 years of experience in executive positions in the financial services and banking industries with a primary focus on real estate finance, including leading the real estate lending and corporate banking businesses at Bank One Corporation, Kemper Financial Services and Continental Bank. He serves as a trustee of the Calamos Mutual Funds and also serves on the boards of private companies in a wide array of industries. He received an M.B.A. from Harvard Business School. Qualifications •    Deep executive and management leadership experience in the real estate lending industry, during various and challenging business cycles •    Valuable insight into capital markets and trends •    Audit committee financial expert, based on banking and financial background

Gerald A. Spector Vice Chairman Age 70 Trustee since 1993 Independent Committees • Audit		Gerald A. Spector, our Vice Chairman since January 2008,was the Executive Vice President of the Company from March 1993 and Chief Operating Officer of the Company from February 1995 until his retirement in December 2007. Mr. Spector was the Chief Operating Officer of the Tribune Company from December 2009 through December 2010, and served as its Chief Administrative Officer from December 2007 through December 2009. He began his real estate career in the early 1970s and has extensive prior public and private board experience as well. Mr. Spector serves as a director of Equity Commonwealth (NYSE: EQC) and is a former Certified Public Accountant. Qualifications •    Demonstrated leadership skills at the corporate board and executive levels •    Extensive management and financial experience acquired through 40 years of managing and operating real estate companies through various business cycles •    Experienced in driving operational excellence and development of strategic changes in portfolio focus •    Audit committee financial expert, based on his extensive financial and accounting experience

GOVERNANCE OF THE COMPANY

GERALD A. SPECTOR, our Vice Chairman since January 2008, was the Chief Operating Officer of the Tribune Company from December 2009 through December 2010, and served as its Chief Administrative Officer from December 2007 through December 2009. Mr. Spector was Executive Vice President of the Company from March 1993 and Chief Operating Officer of the Company from February 1995 until his retirement in December 2007. He began his real estate career in the early 1970s and has extensive prior public and private board experience as well. Mr. Spector is a Certified Public Accountant.

Mr. Spector’s Skills and Expertise:

Board Committees

The Board has key standing Audit, Compensation and Corporate Governance Committees, which are comprised entirely of trustees who are independent within the meaning of the NYSE listing standards. The Board also has an Executive Committee. The membersFor the committees on which each of the key committees are shown below.our independent Trustees serve, see “Biographical Information and Qualification of Trustees” beginning on page 7.

Audit Committee

The Audit Committee is comprised entirely of trustees who meet the independence and financial literacy requirements of the NYSE listing standards. In addition, the following members of the Audit Committee are designated as “financial experts” under such listing standards and SEC rules: John E. Neal (Committee Chair), Linda Walker Bynoe, Gerald A. Spector and Stephen E. Sterrett. The Audit Committee’s responsibilities as set forth in its charter include providing assistance to the Board in fulfilling its responsibilities with respect to oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the independent auditor’s qualifications, performance and independence and the performance of the Company’s internal audit function. The Company’s senior internal audit officer reports to the Audit Committee. In accordance with its charter, the

The Audit Committee has sole authority to appoint and replace the independent auditor, which reports directly to the Committee; approve the engagement fees of the independent auditor; andpre-approve the audit services and any permittednon-audit services provided to the Company. In addition, the Audit Committee reviews the scope of audits as well as the annual audit plan, evaluates matters relating to the audit and internal controls of the Company and reviews and approves all material related party transactions. The Audit Committee holds separate executive sessions, outside the presence of senior management, with the Company’s independent auditor and the Company’s senior internal audit officer. During 2013,2016, the Audit Committee held eight meetings and no member of the Audit Committee served on more than two other public company audit committees.

Compensation Committee

The Compensation Committee is comprised entirely of trustees who meet the independence requirements of the NYSE listing standards, and no member of the Committee is a past or present officer or employee of the Company.standards. The Compensation Committee’s responsibilities as set forth in its charter include establishing the Company’s general compensation philosophy, overseeing the Company’s compensation programs and practices, including incentive and

GOVERNANCE OF THE COMPANY

equity-based compensation plans, reviewing and approving executive compensation plans in light of corporate goals and objectives, evaluating the performance of the CEO in light of these criteria and recommending the CEO’s compensation level based on such evaluation,evaluation. The Compensation Committee is also responsible for evaluating the performance of the other executive officers before approving their salaries, bonus and incentive and equity compensation reviewing and making recommendations concerning proposals by management regarding compensation, bonuses, employment agreements loans to non-executive employees and other related benefits and policies regarding such matters for employees of the Company and overseeingemployees.

The Compensation Committee oversees the Company’s executive succession and management development plans.plans, including diversity and other development programs. During 2016, the Compensation Committee held six meetings.

Corporate Governance Committee

The Corporate Governance Committee is comprised entirely of trustees who meet the independence requirements of the NYSE listing standards, and no member of the Committee is a past or present officer or employee of the Company.standards. The Corporate Governance Committee’s duties as set forth in its charter include establishing criteria for recommending candidates for election or reelection to the Board and its committees, considering issues and making recommendations concerning the size, composition, organization and effectiveness of the Board, establishing and overseeing procedures for annual assessment of Board and trustee performance, evaluating issues of corporate governance and shareholder proposals relating to governance matters, and making recommendations to the Board regarding the Company’s governance policies and practices, including its Guidelines onCorporate Governance and Code of Ethics and Business Conduct. Guidelines.

The Corporate Governance Committee identifies individuals qualified to become Board members and will also consider nominees for trustee suggested by shareholders in written submissions to the Company’s Corporate Secretary as further described in “Trustee Nomination Procedures” below. The Corporate Governance Committee is also contributes toresponsible for the Board’s oversight of enterprise risk management. During 2016, the Corporate Governance Committee held four meetings.

Executive Committee

The Executive Committee has the authority within certain parameters to approve proposals to acquire, develop, dispose of and finance investments for the Company. The current members of the Executive Committee are Samuel Zell (Chair)(Committee Chair), David J. Neithercut, Charles L. Atwood and John E. Neal. Transactions of a nature that exceed the approval parameters of the Executive Committee typically require approval by the Board.

Meetings

During 2013,2016, the Board held fiveseven meetings, with an97% average attendance of 96%.attendance. No trustee attended fewer than 75%94% of the total number of meetings held by the Board and all committees of the Board on which such trustee served. NineEleven trustees attended the 20132016 Annual Meeting of Shareholders.

Board members are expected to attend all meetings of the Board and committees of which they are members, as further described in the Company’s Guidelines on Governance.Corporate Governance Guidelines.

Trustee Nomination Procedures

Trustee Qualifications and Diversity

The Company’s Corporate Governance Guidelines on Governance set forth the Board’s policies for the desired attributes of trustees and the Board as a whole. The Board will seek to ensure that a substantial majority of its members are independent within the NYSE listing standards. Each member of

GOVERNANCE OF THE COMPANY

the Board must possess the individual qualities of integrity and accountability, informed judgment, financial literacy, high performance standards and must be committed to representing the long-term interests of the Company and theits shareholders. The Board values diversity, in its broadest sense, reflecting, but not limited to, profession, geography, gender, ethnicity, skills and experience, and believes that, as a group, the nominees bring a diverse range of perspectives to the Board’s deliberations. As a general matter, the Board does not believe it should retain a mandatory retirement age for trustees or establish term limits for trustee service, instead preferring to rely upon its evaluation procedures as the primary method of ensuring that each trustee continues to act in a manner consistent with the best interests of the shareholders, the BoardCompany and the Company.its shareholders.

Identifying and Evaluating Nominees

The Corporate Governance Committee regularly assesses the appropriate number of trustees comprising the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. The Corporate Governance Committee considers suggestions of potential trustee candidates made by current Board members, shareholders, professional search firms or other persons. The Corporate Governance Committee may consider those factors it deems appropriate in evaluating trustee candidates including judgment, skill, diversity, strength of character, experience with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board members and specialized knowledge or experience.

The Corporate Governance Committee Chair and all otherEach of the members of the Corporate Governance Committee (which Committee includes the Lead Trustee), and the Chief Executive Officer, (on a non-voting basis), interview potential candidates that the Corporate Governance Committee has deemed qualified and appropriate. If the Committee determines that a potential candidate meets the needs of the Board, and has the qualifications and meets the independence standards required by the NYSE as set forth in the Company’s Corporate Governance Guidelines, on Governance, it will recommend the nomination of the candidate to the Board.

Board Refreshment

The Corporate Governance Committee seeks to maintain a board that as a whole possesses the objectivity and the mix of skills and experience to provide comprehensive and effective oversight of the Company’s strategic, operational and compliance risks. The Committee believes that ongoing board refreshment is important to maintain an appropriate mix of skills and provide fresh perspectives while leveraging the institutional knowledge and historical perspective of the Board’s longer-tenured trustees. In keeping with the Committee’s overall strategy for trustee succession and the appointment of new Board members, since 2010 the Board has added five new independent trustees and one trustee is retiring in June of this year.

Shareholder Nominees

The Corporate Governance Committee will consider properly submitted shareholder nominees for election to the Board and will apply the same evaluation criteria in considering such nominees as it would to persons nominated under any other circumstance. A shareholder wishing to submit to the Corporate Governance Committee a potential nominee for election to the Board for its consideration should follow the same procedure set forth in the Company’s Bylaws with respect to shareholder nominees.following procedures:

Pursuant to the Company’s Bylaws, a shareholder of the Company who is a shareholder of record bothat the record date set by the Board for the purpose of determining shareholders entitled to vote at the annual meeting, at the time of giving notice (as described in this paragraph) and at the time of the annual meeting, and who is entitled to vote at such meeting, may nominate individuals for election to the Company’s Board of Trustees if the shareholder complies with the following requirements. First, the shareholder must give the Corporate Secretary of the Company timely written notice of nomination. Generally, notice will be timely if it is delivered not earlier than the close of business on the 150th day, nor later than the close of business on the 120th day, prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Accordingly, for the Company’s annual meeting in the year 2015,2018, the Corporate Secretary must receive the notice after the close of business on November 18, 2014,28, 2017, and prior to the close of business on December 18, 2014.

GOVERNANCE OF THE COMPANY

28, 2017. The notice must set forth certain information as to each individual the shareholder proposes to nominate, information with respect to Company security ownership by the shareholder giving such notice, and, to the extent known by the shareholder giving notice, the name and address of any other shareholder supporting the nominee for election. The foregoing is a summary of Article II, Section 13 of the Bylaws of the Company and is qualified in its entirety by the text of that section. A copy

The Company’s shareholders also possess the right to nominate candidates to the Board through proxy access provisions of such sectionthe Company’s Bylaws. The Bylaws permit a shareholder, or group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common shares continuously for at least 3 years, to include in the Company’s annual meeting proxy materials trustee nominations for up to 20% of the seats on the Board, subject to the other terms and conditions of the Bylaws. The foregoing is a summary of Article II, Section 16 of the Bylaws may be obtainedof the Company and is qualified in its entirety by the text of that section. Electronic copies of the Bylaws are available on the Company’s website at no costwww.equityapartments.com in the investor section under “Corporate Governance”, and hard copies are available free of charge by writing to Equity Residential, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, Attn: Corporate Secretary.Secretary or by contacting Investor Relations by phone(1-888-879-6356) ore-mail (investorrelations@eqr.com).

Biographical Information of Executive Officers

Set forth below are biographies of each of our executive officers as of April 1, 2014.2017.

David J. Neithercut. See “Biographical Information and Qualifications of Trustees”.

Barry S. Altshuler,58, has been Executive Vice President - Investments of the Company since February 2015. Mr. Altshuler served as the Company’s Senior Vice President – Investments from January 2007 to January 2015, as Vice President of Acquisitions from April 2002 to December 2006 and as Vice President of Asset Management from January 1998 to March 2002. Mr. Altshuler serves on the Executive Committee of the Central City Association of Los Angeles and the University of

Florida Real Estate Advisory Board and is a member of the Urban Land Institute (“ULI”). Mr. Altshuler also serves on the Board of Directors of the California Apartment Association.

Alexander Brackenridge,53,has been Executive Vice President – Investments of the Company since February 2015. Mr. Brackenridge served as the Company’s Senior Vice President – Investments from May 2002 to January 2015 and has held various acquisitions and asset management positions within the Company since 1993. Mr. Brackenridge serves on the Board of Governors at the Real Estate Board of New York and is a member of the Greater Boston Real Estate Board, the National Multifamily Housing Council (“NMHC”) and ULI. Mr. Brackenridge received an M.B.A. from Yale University.

Alan W. George,59, has been Executive Vice President and Chief Investment Officer of the Company since January 2002. Mr. George2002 and was Executive Vice President – Acquisitions/Dispositions from February 1997 to January 2002. Mr. George joined the Company in 1992 as a Vice President – Asset Management. Mr. George serves on the Executive Committee of the National Multifamily Housing CouncilNMHC and is also a member of ULI.

Michael L. Manelis, 48, has been Executive Vice President – Property Operations of the Urban Land InstituteCompany since January 2017. Mr. Manelis served as the Company’s Senior Vice President of Operations and Information Technology from May 2012 to December 2016, as Senior Vice President – Property Operations from August 2005 to May 2012, as First Vice President – Property Operations from May 2004 to August 2005 and as Vice President of Real Estate Tax from October 1999 to May 2004. Mr. Manelis serves on the National AssociationAdvisory Board of Home Builders.Partners of America.

Mark J. Parrell,50,has been Executive Vice President and Chief Financial Officer of the Company since October 2007. Mr. Parrell was Senior Vice President and Treasurer of the Company from August 2005 to October 2007, and was First Vice President – Capital Marketsserved in various roles in the Company’s finance group since September 1999. Mr. Parrell is a member of NMHC and served as its Chair of the Company from February 2003 to July 2005.Finance Committee until January 2017 and is a member of ULI. He serves as a director of Brookdale Senior Living Inc. (NYSE: BKD) and served as a director of Aviv REIT, Inc. (NYSE: AVIV) until April 1, 2015, when it merged with a competitor. Mr. Parrell received a J.D. from Georgetown University Law Center.

John Powershas been Executive Vice President – Human Resources since December 2005. Mr. Powers was Senior Vice President – Human Resources from October 2000 to December 2005.

David S. Santee,58,has been Executive Vice President and Chief Operating Officer of the Company since April 2013. Mr. Santee2013 and served as the Company’s Executive Vice President – Operations from January 2007 to April 2013 and as Executive Vice President—President – Eastern Division from November 1996 to December 2006.

Christa L. Sorenson, 56, has been Executive Vice President – Human Resources of the Company since December 2015. Ms. Sorenson was the Senior Vice President – Organization and Talent Development from July 2008 to December 2015, and served in various other roles in the Company’s Organization and Talent Development group since March 2003.

Bruce C. Strohm,62,has been Executive Vice President and General Counsel of the Company since March 1995 and Corporate Secretary of the Company since March 2011. Mr. Strohm was also Corporate Secretary of the Company from November 1995 to December 2006. Mr. Strohm received a J.D. from Northwestern University Law School.

COMMON SHARE OWNERSHIP

Mark N. Tennison has been Executive Vice President – Development of the Company since March 2004. Mr. Tennison was Senior Vice President and Chief Operating Officer of Pritzker Residential, a private multifamily investment and operating company, from October 1997 through March 2003.

COMMON SHARE OWNERSHIP OF TRUSTEES AND EXECUTIVE OFFICERS

The following table sets forth information, as of March 24, 2014,February 28, 2017, with respect to the beneficial ownership of the Company’s common shares by each trustee, its named executive officers, and the trustees and all executive officers as a group. Unless otherwise indicated, each person has sole voting and investment power over the common shares listed. On March 24, 2014,February 28, 2017, a total of 375,520,778380,367,799 common share equivalents were outstanding (comprised of common shares, OP Units and LTIP Units).restricted units) were outstanding. (1)(2)

COMMON SHARE OWNERSHIP

(4)(5)

Of the total amount shown, 63,896 OP Units are beneficially owned by trusts for the benefit of Mr. Neithercut’s children over which Mr. Neithercut has no voting or dispositive power and disclaims beneficial ownership thereof. 26,600 of the common shares shown 43,029 were pledged as security for a loan.line of credit.

COMMON SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS

This table sets forth information with respect to persons who are known to beneficially own more than 5% of the Company’s outstanding common shares as of December 31, 2013.2016.

COMPENSATION DISCUSSION

AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation PhilosophyDiscussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy, objectives and programs, the compensation decisions made under those programs, and the performance metrics and other relevant factors the Compensation Committee used in making those decisions.

The goalAt our 2016 Annual Meeting of Shareholders, 91% of our shareholders who voted approved our advisory report on the Company’s executive compensation. We believe our shareholders’ overwhelming support for the Company’s compensation program isin 2016 reflects the strong alignment between our executive pay and performance.

The Company’s executive compensation programs, which apply to Mr. Neithercut and his direct reports, are based on a strong performance-oriented compensation philosophy and are designed to attract, retain and rewardmotivate talented executives, who create long-term value for its shareholders. The compensation program rewards financial and operating performanceto align executive and leadership excellence. It also alignsshareholder interests. Highlighted below are the executives’ long-term interests with thosekey features of the Company’s shareholders and motivates executives to remain at the Company for years.

Shareholder Say on Pay

The Company each year provides its shareholders with the opportunity to vote on itsour executive compensation (a “say-on-pay proposal”). At the Company’s 2013 Annual Meeting of Shareholders, shareholders overwhelmingly approved its executiveprograms. We also identify certain compensation with 92% of votes cast in favor of the say-on-pay resolution. As a result, the Compensation Committee continued to apply the same effective approach and philosophy it has used in previous years in determining executive compensation and will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers.

Overview of 2013 Company Performance

2013 was an extraordinary year for Equity Residential:

The $9 billion Archstone transaction was a milestone event for the Company and the most significant acquisition in its history. This transaction spanned two years, closed in February 2013 and allowed the Company to significantly accelerate the achievement of its long term strategic goal, creatingpractices we have not implemented because they do not serve our shareholders’ long-term benefits for the Company. The Archstone transaction demonstrated the Company’s competitive advantages in access to capital, ability to execute large, complex transactions and ability to efficiently integrate hundreds of new employees and thousands of apartment units and projects in various stages of completion and lease-up. In addition, the Company’s management created a scenario in which the Company received $150 million in fees from Lehman Brothers Holdings Inc., the owner of Archstone.

COMPENSATION DISCUSSION

AND ANALYSIS

Significantly, the Company also successfully identified and took the necessary steps to mitigate the following potentially significant risks associated with the Archstone transaction.interests.

Risk of closing a significant amount of asset sales to fund the transaction.		What We Don’t Do		•     Sold $4.4 billionXNo employment agreements with any of non-core assetsour executive officers X     No compensation incentives that encourage excessive risk taking X     No repricing of share options allowed X     No hedging of Company shares allowed XNo excise taxgross-ups in the first nine months of 2013 at 99.6% of targeted sale price.any new change in control agreements
Risk of raising equity X     No excessive perks to fund the transaction.				•     Raised $1.2 billion of equity at $54.75/share, a 0.5% premium to the pre-deal announcement closing price. •     Issued $1.9 billion of equity to the seller at the closing of the transaction at $55.99 per share.
Risk of raising debt to fund the transaction, possibly resulting in elevated short term financing debt.				•     Accelerated disposition of assets provided sufficient funding to avoid draw on expensive bridge loan. •     Assumed approximately $3 billion of mortgage debt at closing. •     Issued $500 million of ten year 3% fixed rate public debt. •     Entered into larger $2.5 billion line of credit and $750 million delayed draw term loan facility, both with more attractive pricing and terms than the extinguished debt or bridge loan.
Risk of higher level of short-term debt maturities and encumbered asset pool from Archstone.				•     Obtained a new ten-year $800 million secured loan from large life insurance company. •     Net reduction of approximately $1.0 billion in secured debt from the third to fourth quarter of 2013. •     Increased the weighted average maturities of the debt portfolio from 5.8 years to 6.3 years within nine months of the transaction closing. •     All credit ratings affirmed.
Integration risk of new assets and personnel.				•     Seamless integration of all assets, people and systems with no material operational disruptions. •     Strong retention and engagement of former Archstone employees.
Risk of not meeting our financial underwriting assumptions of the transaction.				•     Financial results in line with estimated assumptions. •     Outperformed budgeted transaction costs.
Risk of operational underperformance on legacy portfolio due to extraordinary focus on transaction-related matters.				•     Delivered 4.5% same store revenue growth at the midpoint of initial 2013 guidance. •     Reported Normalized FFO of $2.85 also at the midpoint of initial 2013 guidance.executive officers

COMPENSATION DISCUSSIONCompany Highlights

AND ANALYSIS

ElementsIn 2016, we continued our long and successful track record of Total Compensation

The Company’s executive compensation program consistsinvestor-centric capital allocation, culminating in the completion of the following three elements:Company’s multi-year transformation into a portfolio focused on urban and highly walkableclose-in suburban assets. In doing so, we:

Other compensation (including change in control and post-employment payments) are discussed in the2016 Executive Compensation Tables.Program

Annual Salary

Annual salaries of executive officers, arethe first component of the 2016 Executive Compensation Program, were set at levels competitive with other large companies engaged in the real estate industry and with other businesses of comparable size and scope with which the Company competes for executive talent. TheAs it does annually, the Compensation Committee reviewsreviewed base salaries for the executive officers annually and makesto determine whether any adjustments were necessary to reflect market conditions andor changes in responsibilities. There

has been no increase in the base salaries for the CEO and other named executive officers in the past three years.

Cash BonusAnnual Incentive Plan

The second element of direct compensation is an annual discretionary, performance-based cash bonus which rewards achievement of goals and objectives and offers opportunities for superior pay for superior performance. A cash bonus target amount is established for each executive officer.

Target cash bonus is set at a level that rewards each executive officer’s performance appropriately and makes both the executive’s cash compensation opportunity and total compensation opportunity competitive with memberscomponent of the Company’s identified peer group, as defined under “Benchmarking” on page 29. For 2013,2016 Executive Compensation Program was an Annual Incentive Plan, which allowed the executive to earn from 0% to 200% of target cash bonus for Mr. Neithercut was setannual incentive, by the Compensation Committee as 175%performance againstpre-defined andpre-weighted annual goals (75% of annual salary, and the target cash bonus for the other named executives was set by Mr. Neithercut in consultation with the Compensation Committee, as 100% of annual salary.

Long-Term Incentive Compensation

The third element of direct compensation is a discretionary, performance-based long-term incentive compensation grant consisting of Share Awards and Option Awards (as described below). The Company believes that equity ownership by our executive officers is the best and most direct way to align their interests with those of our shareholders. As a result, each executive officer’s total annual compensation package includes a significant portion of Share Awards and Option Awards (64%which are objective measureable metrics for Mr. Neithercut and 50%60% of which are objective measureable metrics for the other named executive officers). Time-based vesting provisions encourage retention of executives while preserving the competitiveness of the Company’s executive compensation program.

COMPENSATION DISCUSSION

AND ANALYSIS

Target long-term compensation is set at a level to reward each executive’s performance appropriately and make the executive’s compensation opportunity competitive with members of the Company’s identified peer group. For 2013, the Compensation Committee set target long-term incentive compensation for Mr. Neithercut as 175% of target cash compensation (annual salary plus target cash bonus), and Mr. Neithercut, in consultation with the Compensation Committee, set targets for the other named executive officers as 100% of target cash compensation.

For 2013, each executive officer was given an opportunity to elect to have either 50% or 25% of long-term compensation issued as Option Awards, with the remainder issued as Share Awards. The number of options is determined by dividing the dollar value of the Option Award by the option value per share. Option Awards vest over three years of continuous employment at a rate of one-third of such award each year, providing further encouragement for the retention of key executives. The number of Share Awards is determined by dividing the dollar value of the award by the closing price of the common shares on the grant date. To encourage retention of key executives, Share Awards do not vest until completion of three years of continuous employment from the grant date, at which time they vest in full. Dividends are paid on Share Awards at the same rate as on unrestricted common shares/OP Units.

The Company has a detailed procedure for establishing the grant date and valuation for its annual issuance of Share Awards and Option Awards. The Company’s Chief Financial Officer and/or Chief Accounting Officer provide the Compensation Committee with management’s recommendation for the valuation methodology of each option to be used in the Option Award. The Company uses the same valuation methodology for the value of each option as it uses to determine the accounting expense for Option Awards in accordance with the applicable accounting guidance and used a consistent methodology in its inputs to the Black Scholes model over the past several years. The Board, after reviewing the Compensation Committee’s recommendation, then approves the grant date (which must be on or after the approval date and typically follows the Company’s release of its fourth quarter earnings), the option valuation methodology, the allocation between Share Awards and Option Awards and the dollar amount of Share Awards and Option Awards for all employees.

2013 Pay Mix

The pay mix for the named executive officers is displayed below.

COMPENSATION DISCUSSION

AND ANALYSIS

Assessment of Company and Individual Performance

Compensation Process. The assessment of each named executive officer’s performance for compensation took into account the performance of the executive in connection with the closing and integration of the Archstone transaction and also measured success on the following three categories of performance goals:

For 2013, the following relative weightings of performance goals were approved established by the Compensation Committee:

EvaluationCommittee. The Goals were comprised of 2013 Company Performance

The primary factors consideredCorporate Goals, which were shared by all executives, and Business Unit goals for all executives other than Mr. Neithercut, which were unique to each executive. These goals werepre-established, with the Compensation Committeemajority measured objectively and the Board in determining 2013 compensationrest subjectively. Each executive was also assigned individual goals for the named executive officers were as follows:

2013 Corporate Metrics

While Total Shareholder Return is measured in annual increments, the Company’s primary focus is on strategic direction and operating results over the long term. Since its IPO in 1993, the Company has delivered an annual total shareholder return of 13%. The Company’s annualized 10-year Total Shareholder Return of 10.4% placed it No. 2 among the peer group. The 5-year and 3-year Total Shareholder Return placed the Company No. 5 among the peer group and No. 4 for 2013 with a return of -5.3%, which did not meet the

COMPENSATION DISCUSSION

AND ANALYSIS

Company’s goal. While the Company’s strong financial results were disconnected from its market performance in 2013, the Company believes the completion of its 10 year strategic plan to transform its portfolio of assets and its strong financial results should result in the creation of long term shareholder value.

2013 Business Unit Goals

COMPENSATION DISCUSSION

AND ANALYSIS

2013 Individual Goals

Each of the Company’s executive officers was assigned an individual goal for 2013;2016; Mr. Neithercut by the Compensation Committee and the other executives by Mr. Neithercut.Neithercut and approved by the Compensation Committee. Individual goals were in addition to corporate and business unit goals and were assessed subjectively as they were developmental in nature. The individual goalsand were intended to move the Company and/or the executive’s business unit forward in terms of organizational structure, improve on such practices as collaboration among business units orand enterprise-wide thinking, provide for appropriate leadership and succession management or otherwise address developmental needs of individuals or groups within the organization. Each

The Annual Incentive Plan rewarded achievement of these goals based on the Compensation Committee’s quantitative and qualitative assessment of the executives’ contributions to that performance. Performance against each goal was assessed against Threshold, Target and Maximum performance levels, equating to payouts at 50%, 100% and 200%, respectively, and each goal was assigned a weighting relative to the other annual goals. Results between Threshold and Target or between Target and Maximum were based on interpolation. Performance below Threshold would have earned 0%, and performance that exceeded the Maximum would be capped at the Maximum level. The total annual incentive earned by an executive was the sum of the weighted annual incentive amounts earned with respect to each goal.

To further encourage executive officer met his respective individual goalretention and align the interests of our executives with our shareholders,one-half of the annual incentive earned was paid in 2013.“Performance Equity Grants” comprised of Share Awards and/or options to purchase Company shares (“Option Awards”). Share Awards cliff vest, in full, on the three-year anniversary of the grant date, and Option Awards vest over three years at the rate ofone-third of such award each year, all subject to continuous employment and other normal retirement provisions.

The other half of the annual incentive earned was paid in cash (the “Performance Bonus”) and/or, at the executive’s option, in the form of immediately vested restricted units or Option Awards.

Long-Term Incentive Plan

The third component of the 2016 Executive Compensation Program was the Long-Term Incentive Plan (“LTI Plan”), which allows the executive to earn from 0% to 200% of a target number of Share Awards, as determined by the Company’s relative and absolute Total Shareholder Return (“TSR”) over a forward-looking three-year performance period compared topre-established quantitative performance metrics. This aligns the interests of our executives with the interests of our shareholders. We refer to such awards subject to earn out under the LTI Plan as “LTI Awards”. LTI Awards that are earned by TSR results, as described above, cliff vest, in full, on the three-year

COMPENSATION DISCUSSION

AND ANALYSIS

The Compensation Committee, as promptly as practicable following the conclusion of the performance period, shall determine the resulting earn out, if any, of LTI Awards compared against the performance metrics established for the period. If a Change in Control (as defined in the “Change in Control/Severance Agreements” section below) occurs at any time prior to the end of the performance period, the award shall be valued as though the performance period had ended on the date of the Change in Control.

Executives participating in the LTI Plan elect prior to the start of the performance period to settle the LTI Award at the end of the performance period in the form of either or a combination of both restricted shares and/or restricted units. With respect to an award that will be settled in the form of restricted shares, the Company shall not pay the grantee any dividends on such shares during the performance period. Once the number of restricted shares earned, if any, has been determined after the end of the performance period, the Company shall make a cash payment to the grantee in an amount equal to all cash dividends that would have been paid on those earned restricted shares had they been outstanding and entitled to dividends during the performance period.

For income tax reasons, grantees of awards that will be settled in the form of restricted units: (i) will be issued restricted units at the time of grant at the maximum amount but such units will be subject to forfeiture (other than the partial distributions paid thereon, which are not subject to forfeiture) at the end of the performance period depending on the extent of the actual award earned and (ii) will be paid a distribution in the amount of 10 percent of any cash distributions paid on OP Units during the performance period. Once the number of restricted units earned, if any, has been determined andtrued-up at the end of the performance period, the Company’s operating partnership shall make a cash payment to the grantee in the amount equal to all cash dividends that would have been paid on those earned restricted units had they been outstanding and entitled to dividends during the performance period, less any previously paid partial dividends.

2016 Target Compensation/Pay Mix

The following table shows the three components of our executive officers’ 2016 target compensation as described in the preceding pages:

The Compensation Committee believes that as the responsibilities of our executives increase, the proportion of their total compensation that is at risk and dependent on the Company’s objective performance should also increase. Accordingly, a significant portion of our executive officers’ total target compensation was determined on the basis of performance with respect topre-established quantitative performance metrics: 89% for Mr. Neithercut and 80% for the other executives. Furthermore, 45% of Mr. Neithercut’s target compensation and 40% of the other executives’ target compensation was comprised of LTI Awards and dependent on the Company’s relative and absolute TSR over a forward-looking three-year performance period.

CEO 2016 TARGET COMPENSATION MIX		OTHER EXECUTIVES’ 2016 TARGET COMPENSATION MIX

EVALUATION OF 2016 PERFORMANCE

In order to provide shareholders with a more complete picture of executive officer compensation earned in any year, the following tables present the total compensation paid to our CEO and other named executive officers for their service in the listed years. As more fully described below, the 2016 total compensation for Mr. Neithercut and each of the other named executive officers was substantially below 2016 target compensation and 2015 actual compensation, primarily because of less than Target performance on the 2016 Corporate Goals.

Unlike the Summary Compensation Table (“SC Table”) on page 35 which reports the value of the Share Awards and Option Awards in the year in which they were granted, the tables below show the aggregate value of awards under the Annual Incentive Plan (Share Awards, Option Awards and Performance Bonus) for the year in which they were earned. For this reason, the Compensation Committee believes the amounts shown as “Total Compensation” in the tables below are the best measurement of the annual direct compensation earned by the executive officers.

Mr. Neithercut, President & Chief Executive Officer

As shown below, Mr. Neithercut’s 2016 total earned compensation (valuing his LTI Award at target) was approximately 90% of his 2016 Target compensation. In addition, Mr. Neithercut’s 2016 total earned compensation was approximately 73% of his 2015 total earned compensation and 87% of his 2014 total earned compensation.

Other Named Executive Officers

For each of the executive officers shown below, their 2016 total earned compensation (valuing their respective LTI Awards at target) was approximately 95% of their respective 2016 Target compensation and, on average, approximately 80% of their respective 2015 total earned compensation.

		Annual Salary		Annual Incentive Plan (1)		Target LTI Plan (2)		Total Earned Compensation		Target Compensation		SC Table 2016 Compensation (3)
D. Santee		$600,000		$1,043,973		$1,199,929		$2,843,902		$3,000,000		$3,186,620
A. George		600,000		1,043,997		1,199,929		2,843,926		3,000,000		3,240,371
M. Parrell		600,000		1,043,997		1,199,929		2,843,926		3,000,000		3,186,620
B. Strohm		500,000		869,999		999,999		2,369,998		2,500,000		2,660,069

2016 Annual Incentive Plan

For 2016, the Compensation Committee established the following Annual Incentive Plan Performance Goals, with the following relative weightings for 2016:

2016 Corporate Goal Results

Corporate Goal #3: Leadership/Employee Engagement
		Threshold – 50%		Target – 100%		Maximum – 200%		2016 Results		Weighted % of Target Achieved
Engagement (60%):		79%		83%		87%		80%
Retention (40%):		70%		75%		80%		76%		82%
Target:The 2016 Target for Corporate Goal #3 was for the Company to achieve an engagement score of 83% and a retention percentage of 75%.   Performance:Actual scoring in 2016 was an 80% engagement score and 76% retention percentage, resulting in an achievement of 82% of Target. While the engagement score of 80% was less than Target, it is considered a high engagement score when compared to industry data and resulted in the Company receiving The Employee Voice Award from the survey provider, which recognized our excellence in employee engagement.   Why is this metric important?    It is a core managerial principle that one of the strongest competitive advantages a company can have is an engaged and committed workforce. One way the Company measures the effectiveness of its executives’ leadership, is by assessing objective data relating to: •     Employee Engagement, through an annual third-party anonymous survey of our workforce, and •     Employee Retention, by calculating the percentage of the workforce that has been retained in the relevant period of time, excluding the effects of property acquisitions/sales and othernon-comparable events.

Compensation for the Chief Executive Officer in 20132016

As Chief Executive Officer and President, Mr. Neithercut was responsible for achievement of Corporate, Business Unit, and Individual Goals and was ultimately responsible for the results detailed in “Evaluation of 2013 Company Performance”. Under Mr. Neithercut’s stewardship, the Company significantly and positively transformed its asset portfolio and long term market position with the Archstone acquisition.

The acquired assets and associates were successfully integrated into the existing operation, without any material business disruption. Potential risks were identified and actions taken to mitigate the risks, with no material adverse consequences. Further, despite the inevitable change and uncertainty that an acquisition of this size creates, employee engagement and retention remained at high levels. In addition, Net Asset Value was improved with the addition of high quality acquired assets in core coastal markets and dispositions of lower quality assets in non-core markets. On the base business side, expenses (exclusive of one time acquisition related costs) continued to be controlled well. Key metrics on Same Store Revenue and Normalized FFO were delivered consistent with guidance provided to investors. While Total Shareholder Return is measured in annual increments, the Company’s primary focus is on strategic direction and operating results over the long term. While the 2013 shareholder return results did not meet the Company’s goal, the Company believes the completion of its 10 year strategic plan to transform its portfolio of assets and its strong financial results should result in the creation of long term shareholder value.

To determine the amounts of Mr. Neithercut’s cash bonus2016 Performance Bonus and long-term compensation award,Performance Equity Grant, the Compensation Committee made its own assessment (in consultation withcalculated results on the otherCorporate Goals, as delineated above, and assigned a score to his individual goals. The independent memberstrustees of the Board) of performance on the corporate metrics, the business unit goalsBoard then approved such calculations, scores and overall compensation.

Mr. Neithercut’s individual goals for 2016, which were assigned by the year. On the base business,Compensation Committee, included strategic initiatives, industry leadership and reputation, investor perception and understanding, leadership development and succession planning, communication and collaboration; and oversight of Company shared corporate goals.

In reviewing Mr. Neithercut’s performance againston his individual goals, the Compensation Committee noted that he was primarily responsible for the strategic initiative of completing the Company’s multi-year transformation into a portfolio of urban and highly walkableclose-in suburban assets, highlighted by the sale of nearly 30,000 apartment units for $6.8 billion, generating a $4.0 billion net gain on a weighted basis was assessed as slightly below target (withsale and an Unlevered IRR of 11.8% and payment to our shareholders of approximately $4.0 billion in special dividends, or $11 per share, the primary factors detailedhighest in the “AssessmentCompany’s history. The Compensation Committee also noted that Mr. Neithercut was named one of the top three best CEOs in the REIT sector bybuy-side analysts in Institutional Investor Magazine, and the Company and Individual Performance” section on page 22). Specifically,was once again named one of the World’s Most Admired Companies by Fortune Magazine.

For 2016, Mr. Neithercut received a cash bonusscore of $1,543,500 (98%150% of target)Target on his individual goals and a long-term compensation awardscore of $4,244,625 (98%53% of target). Mr. Neithercut did not receive a salary increase for 2014.

Separately, the Compensation Committee approved special, supplemental awards related to the complex, two year transaction process to acquire Archstone. These supplemental awards were granted to Mr. Neithercut, to the other named executive officers, as well as to approximately 375 other employees throughout the Company who made significant contributions to the successful Archstone acquisition and integration. This is the first time the Company and the Compensation Committee granted supplemental awards of this nature, reflecting the significance of the Archstone transaction.

Specifically, Mr. Neithercut was awarded the following two supplemental long-term compensation grants relating to his workTarget on the Archstone transaction:

COMPENSATION DISCUSSIONactual 2015 earned total compensation.

AND ANALYSIS

Compensation for the Other Named Executives in 20132016

To determine the amounts of cash bonusthe Performance Bonus and long-term compensation awardPerformance Equity Grant for the other named executive officers, other than the CEO, Mr. Neithercut assessed performanceCompensation Committee calculated results on the corporate metrics shared by all executive officers, the executives’ performance on their sharedCorporate Goals, and unique business unit goals, and the executives’ performance on their unique individual goals for the year.

Alan W. George. As Executive Vice President and Chief Investment Officer, Mr. George oversees the areas of acquisitions and dispositions, portfolio management and construction services. In his leadership role on the Company’s Investment Committee, which makes decisions about capital allocation, Mr. George is directly involved in capital decisions. The amount of Mr. George’s bonus and long-term compensation for 2013 was determined by the performance assessment made by Mr. Neithercut, in consultation with the Compensation Committee, the weighting assigned toassessed each category ofexecutive’s performance goals,on his Business Unit Goals and his target compensation. Specifically, for 2013, Mr. George’s performance was assessed on the shared corporate financial and leadership metrics, Same Store revenue growth, control of Same Store expense growth, Property Management Costs/Overhead, New Store Performance and Capital Allocation, as well as his individual goalgoals for the year. Mr. George achieved or exceeded target levels for each of his goals, with the exception of Total Shareholder Return which was discussed previously. In light of the assessment of Mr. George’s performance during 2013, Mr. George received a cash bonus of $606,000 (101% of target)year and a long-term compensation award of $1,212,000 (101% of target). Mr. George did not receive a salary increase for 2014.

In additionthen assigned scores to this normal annual incentive compensation for 2013 performance, Mr. George was also awarded the following two supplemental long-term compensation grants relating to his work on the Archstone transaction:such goals.

David S. Santee. As Executive Vice President and Chief Operating Officer, Mr. Santee overseesSantee’s Business Unit Goals included IT initiatives, performance of completed development projects and recent acquisitions, achievement of customer loyalty metrics, as well as the areasappropriate oversight of all property operations (including property management, facilities services, real estate tax, pricing and product procurement for the Company’s entire portfolio of property assets), information

COMPENSATION DISCUSSION

AND ANALYSIS

technology, marketing and branding, sales and revenue strategystrategy. His goals also included sustainability and the central business group. He also serves onenterprise risk management initiatives. Mr. Santee successfully led the Company’s Investment Committee,property operations teams, which makes decisions about capital allocation. The amount of Mr. Santee’s bonus and long-term compensation for 2013 was determined by the performance assessment made by Mr. Neithercut in consultation with the Compensation Committee, the weighting assigned to each category of performance goals, and his target compensation. Specifically, for 2013, Mr. Santee’s performance was assessed on the shared corporate financial and leadership metrics, Same Store revenue growth, control of Same Store expenses, Property Management Costs and New Store Performance, as well as his individual goalwere responsible for the year. Mr. Santee achieved or exceeded target levels for eachCompany’s recognition of his goals, with the exception of Total Shareholder Return, and exceeded target levelsover $2.4 billion in total revenues, a 3.9% growth in NOI year-over-year, a material increase in the aggregate. In light ofCompany’s Customer Loyalty scores from the assessment of Mr. Santee’s performance during 2013,prior year and was a key player in the Company’s significant disposition activities.

For 2016, Mr. Santee received a cash bonusscore of $654,000 (109%150% of target)Target on his Business Unit Goals, a score of 100% of Target on his individual goals and a long-term compensation awardscore of $1,308,000 (109%53% of target). Mr. Santee did not receive a salary increase for 2014.

In addition to this normal annual incentive compensation for 2013 performance, Mr. Santee was also awarded the following two supplemental long-term compensation grants relating to his workTarget on the Archstone transaction:Corporate Goals, resulting in an overall achievement of 87% of Target on his Performance Bonus and his Performance Equity Grant. Mr. Santee’s 2016 total compensation (valuing his LTI Award at target) was approximately 95% of his 2016 Target compensation and approximately 81% of his actual 2015 earned total compensation.

Mark J. Parrell. As Executive Vice President and Chief Financial Officer, Mr. ParrellParrell’s Business Unit Goals included appropriately managing the Company’s accounting and corporate budgeting functions, which include liquidity, capital planning, overseeing the preparation of the Company’s financial statements, SEC periodic filings and financial planning and budgeting. He is also responsible for the oversight of the Company’s treasury department, which is responsible for capital market execution, and also oversees the areas of accounting, budgeting, financial planning,income tax and investor relations taxdepartments. His goals also included sustainability and treasury,enterprise risk management initiatives. The Committee and internal audit (for which he has administrative responsibility).Mr. Neithercut also noted that Mr. Parrell was named one of the top three best CFOs in the REIT sector in Institutional Investor Magazine and was nominated for Chicago CFO of the Year by the Chicago Chapter of Financial Executives International. Mr. Parrell was a key player in the Company’s significant disposition activities during 2016 and was responsible for all of the Company’s capital markets activities, including a successful issuance of $500 million in10-year unsecured debt with a 2.85% coupon, the lowest rate in the Company’s history and the replacement of the Company’s unsecured revolving line of credit with a new five-year unsecured facility with market-leading terms driven by very strong interest from banks. He also serves onoversaw the Company’s Investment Committee,investor relations program which makes decisions about capital allocation. The amountwas recognized by Institutional Investor Magazine as being one of Mr. Parrell’s bonus and long-term compensation for 2013 was determined by the performance assessment made by Mr. Neithercut in consultation with the Compensation Committee, the weighting assigned to each category of performance goals, and his target compensation. Specifically, for 2013, Mr. Parrell’s performance was assessed on the shared corporate financial and leadership metrics, Property Management Costs, Capital Execution, his business unit’s goals and objectives and his individual goal for the year. Mr. Parrell achieved or exceeded target levels for each of his goals, with the exception of Total Shareholder Return, and was slightly below target levelstwo best programs in the aggregate. In light of the assessment of Mr. Parrell’s performance during 2013,REIT sector.

For 2016, Mr. Parrell received a cash bonusscore of $487,500 (97.5%150% of target)Target on his Business Unit Goals, a score of 100% of Target on his individual goals and a long-term compensation awardscore of $975,000 (97.5%53% of target).Target on the Corporate Goals, resulting in an overall achievement of 87% of Target on his Performance Bonus and his Performance Equity Grant. Mr. Parrell was awarded a salary increase from $500,000 to $600,000 for 2014, to better align his salary andParrell’s 2016 total compensation with competitive market practice.

In addition to this normal annual incentive(valuing his LTI Award at target) was approximately 95% of his 2016 Target compensation for 2013 performance, Mr. Parrell was also awarded the following two supplemental long-term compensation grants relating toand approximately 81% of his work on the Archstone transaction:

COMPENSATION DISCUSSION

AND ANALYSISactual 2015 earned total compensation.

Bruce C. StrohmStrohm.. As Executive Vice President, General Counsel and Corporate Secretary, Mr. Strohm manages the legal department which providedStrohm’s Business Unit Goals included providing legal support for all capital market activities, asset acquisitions and dispositions, development activities and property operations; overseesoversight of all Company litigation; supervisessupervision of all insurance placements; and providesproviding valuable advice to the Board and its committees on areas of corporate governance and other related matters. The amount of Mr. Strohm’s bonusmatters, sustainability and long-term compensation for 2013 was determined by the performance assessment made by Mr. Neithercut in consultation with the Compensation Committee, the weighting assigned to each category of performance goals, and his target compensation. Specifically, for 2013, Mr. Strohm’s performance was assessed on the shared corporate financial and leadership metrics, Management Costs, his Business Unit’s goals and objectives, and his individual goal for the year.enterprise risk management initiatives. Mr. Strohm achieved or exceeded target levels for each of his goals, withoversaw the exception of Total Shareholder Return, and was slightly below target levels in the aggregate. In lightcomplex legal aspects of the assessment of Mr. Strohm’s performanceCompany’s significant dispositions and capital markets activities during 2013,2016 and its complex commercial litigation and insurance placements.

For 2016, Mr. Strohm received a cash bonusscore of $487,500 (97.5%150% of target)Target on his Business Unit Goals, a score of 100% of Target on his individual goals and a long-term compensation awardscore of $975,000 (97.5%53% of target). Mr. Strohm did not receive a salary increase for 2014.

In addition to this normal annual incentive compensation for 2013 performance, Mr. Strohm was also awarded the following two supplemental long-term compensation grants relating to his workTarget on the Archstone transaction:

2013 CompensationAnnual Incentive Plan

In order to provide shareholders with a more complete picture of our Named Executive Officers’ compensation, the table below provides additional compensation information not

COMPENSATION DISCUSSION

AND ANALYSIS

required by the SEC. The following table sets forth the target Performance Bonus and target Performance Equity Grants established in December 2015 and the actual awards made in February 2017 with respect to performance under the Annual Incentive Plan in 2016 for each of the named executive officers.

2016 Long-Term Incentive Plan

The following chart shows the number of LTI Awards awarded to each Named Executive Officer’s total compensation for services performed in 2013. In accordanceof the named executive officers under the 2016 LTI Plan, covering the three-year performance period from January 1, 2016 through December 31, 2018, with the SEC rules, the Summary Compensation Table discloses the grant date value of equity awards granted in the listed years, even though such awards were for service in prior years. In contrast, this table shows the grant date value of such awards for the services performed in 2013.pre-established quantitative performance metrics and potential payout levels described on pages 23 and 24.

Benchmarking

To measure the Company’s executive compensation for competitiveness in the industry, the Compensation Committee engaged an outsideindependent consultant, FPL Associates, L.P. (“FPL”), a nationally recognized compensation consultant, to provide a competitiveconduct an analysis that benchmarked the Company’s executive compensation benchmarking analysis. This analysis utilized data fromagainst a peer group of public real estate companies across a variety of asset classes (i.e., multifamily, office, industrial, hotel, retail, self-storage, health care and diversified).other large REITs. The Compensation Committee and the Company used this information as context for decisions about compensation practices and about pay levels for individualthe executive officers. To maintain the independence of the firm’s advice, FPL does not provide any services for the Company other than those described above. In addition, the Compensation Committee conducted a conflict of interest assessment, and no conflict of interest was identified.

In 2013, the peer group consisted of 15 other public REITs that were of the largest size (by total capitalization) within the public real estate industry, with a minimum level of total capitalization of $10.0 billion. As calculated by FPL, the Company’s total capitalization, as of December 31, 2012 ranked it 7th largest among this peer group and the Company’s Three-Year Total Shareholder Return for the years 2010-2012 ranked it 3rd. The other public REITs included in this peer group consisted of:

FPL compared the individual components and total compensation of the Company’s top executives to the fiscal year 2015 earned compensation and 2016 target level of compensation of executives in comparable positions within the peer group. The tables provided to the Company’s Compensation Committee highlighted the 25th percentile, median, average, 75th percentile and 90th percentile market practices, and then displayed each ofpractices. FPL found that total compensation for the Company’s listed executive’s compensation as a percentage ofnamed executive officers placed it near the variance frommedian for the market median and 75th percentile. Finally, peer group.

FPL examinedalso analyzed the level of compensation provided to the Company’s top five highest paidnamed executive officers on a single year basis as it related to both total capitalization and market capitalization (at December 31, 2012)2015), and over the past three years (2010-2012) as it related to “total shareholder return,” as defined by FPL, created over such period for bothfinding that the Company ranked at the 83rd percentile in total capitalization (4th largest) and its peer group.market capitalization (4th largest), but at only the 44th percentile in total compensation.

COMPENSATION DISCUSSION

AND ANALYSIS

TheTo maintain the independence of the firm’s advice, FPL comparisons of Total Capitalization, Total Shareholder Return, and compensationdid not provide any services for executive officers found the Company to be near the median of its peers in size, ahead of its peers in performance and in line with its peers’ median in total annual compensation. Based upon FPL’s analyses and the overall performance assessment processother than those described above,here as well as consulting to the Compensation Committee believesregarding the total compensationCompany’s Executive and Trustee Compensation Programs. In 2016, the Compensation Committee conducted a conflict of interest assessment, and no conflict of interest on the named executive officers is fair and reasonable.part of FPL was identified.

Compensation Clawback Policy

Under Section 304 of the Sarbanes-Oxley Act, 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 and Chief Financial Officer must reimburse the Company for (1)(i) any bonus or other incentive-based or equity-based compensation received during the 12 months following the public issuance of thenon-compliant document, and (2)(ii) any profits realized from the sale of its securities during those 12 months.

Tax Deductibility of Compensation

If applicable, Section 162(m) of the Internal Revenue Code of 1986, as amended (“IRC”), would limit the deductibility on the Company’s tax return of compensation over $1 million to any “covered employee” unless, in general, the compensation is paid pursuant to a plan whichthat is performance-based, performance based,non-discretionary and has been approved by the Company’s shareholders. The Company believes that because it qualifies as a real estate investment trust under the IRC and pays dividends sufficient to minimize federal income taxes, the payment of compensation that may not satisfy the requirements of Section 162(m) will generally not materially affect the Company’s net income. For these reasons, the Compensation Committee’s compensation policy and practices are not directly guided by considerations relating to Section 162(m).

Compensation Risks

The Compensation Committee reviewed the elements of the Company’s compensation to determine whether they encourage excessive risk taking and concluded that any risks arising from the Company’s compensation policies are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks.

2017 Target Compensation

The 2017 target compensation and compensation mix for our named executive officers are unchanged from 2016.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis shown above.provided above with the Company’s management. Based on suchthis review and discussion, we recommended to the Board that the analysisAnalysis be included in this Proxy Statement.

Compensation Committee:

Mary Kay Haben, Chair

John W. Alexander Chair

Mary Kay HabenCharles L. Atwood

Bradley A. Keywell

Mark S. Shapiro

B. Joseph White

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The following table shows the compensation paid by the Company to our named executive officers during the years shown.

SUMMARY COMPENSATION TABLE