UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 8-K
 CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 Date of Report (Date of Earliest Event Reported): June 16, 2011
 EQUITY RESIDENTIAL
  Maryland
(State or other jurisdiction 
of incorporation)
    
    1-12252
(Commission File Number)
    
    13-3675988
(IRS Employer
Identification Number)
 ERP OPERATING LIMITED PARTNERSHIP
  Illinois
(State or other jurisdiction 
of incorporation or 
organization)
    
    0-24920
(Commission File Number)
    
    36-3894853
(I.R.S. Employer
Identification Number)
 Two North Riverside Plaza 
Suite 400, Chicago, Illinois
(Address of principal executive offices)
    
    60606
(Zip Code)
 (312) 474-1300
 Not applicable
 see
 o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o
    
    Pre-commencement communications pursuant to Rule 14-d(b) under the Exchange Act (17 CFR 240.14d-2(b))
 o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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ITEM 5.02
    
    Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
   ITEM 5.07
    
    Submission of Matters to a Vote of Security Holders.
  
    
    Elected all ten nominees for Trustees to a one-year term;
    
    Ratified the appointment of Ernst & Young LLP as the independent auditor for 2011;
    
    Approved the 2011 Share Incentive Plan;
    
    On an advisory basis, approved the executive compensation set forth in the Proxy
Statement;
    
    On an advisory basis, recommended that future votes on executive compensation occur
every year;
    
    Did not approve the shareholder proposal relating to cumulative voting; and
    
    Did not approve the shareholder proposal relating to an executive compensation
performance measure.
   Proposal 1
 Nominee
    
    For
    
    
    WithheldJohn W. Alexander
    
    
    255,012,262
    
    
    
    4,053,689Charles L. Atwood
    
    
    258,818,800
    
    
    
    247,151Linda Walker Bynoe
    
    
    251,545,550
    
    
    
    7,520,401Bradley A. Keywell
    
    
    258,667,178
    
    
    
    398,773John E. Neal
    
    
    258,818,195
    
    
    
    247,756David J. Neithercut
    
    
    258,034,802
    
    
    
    1,031,149Mark S. Shapiro
    
    
    253,699,293
    
    
    
    5,366,658Gerald A. Spector
    
    
    257,933,292
    
    
    
    1,132,659B. Joseph White
    
    
    254,991,524
    
    
    
    4,074,427Samuel Zell
    
    
    252,195,155
    
    
    
    6,870,796




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##### 



Proposal 2
 For
    
    
    267,602,395Against
    
    
    2,274,457Abstain
    
    
    44,030
 Proposal 3
 For
    
    
    199,768,591Against
    
    
    59,163,103Abstain
    
    
    134,257Broker Non-Votes
    
    
    10,854,931
 Proposal 4
 For
    
    
    253,565,067Against
    
    
    4,966,939Abstain
    
    
    533,945Broker Non-Votes
    
    
    10,854,931
 Proposal 5
 1 Year
    
    
    204,023,4742 Years
    
    
    816,9553 Years
    
    
    54,110,138Abstain
    
    
    115,384Broker Non-Votes
    
    
    10,854,931
 Proposal 6
 For
    
    
    89,314,341Against
    
    
    169,505,279Abstain
    
    
    246,331Broker Non-Votes
    
    
    10,854,931
 Proposal 7
 For
    
    
    9,425,846Against
    
    
    243,646,477Abstain
    
    
    5,993,628Broker Non-Votes
    
    
    10,854,931
 ITEM 9.01
    
    Financial Statements and Exhibits.
 ExhibitNumber
    
    Description99.1
    
    
    Equity Residential 2011 Share Incentive Plan




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EQUITY RESIDENTIALDate:  June 21, 2011
    By:
    /s/ Bruce C. StrohmName:
    Bruce C. StrohmIts:       Executive Vice President and General Counsel ERP OPERATING LIMITED PARTNERSHIPBy: Equity Residential, its general partnerDate:  June 21, 2011
    By:
    /s/ Bruce C. StrohmName:
    Bruce C. StrohmIts:       Executive Vice President and General Counsel