27 unchanged sentences
Securities Authorized for Issuance under Equity Compensation Plans
−Removed: The information required by this section is incorporated herein by reference from our Proxy Statement, relating to our 2023 Annual Meeting of Shareholders, under the headings "Equity Compensation Plan Information," to be filed with the SEC within 120 days of December 31, 2022.
+Added: The information required by this section is incorporated herein by reference from our Proxy Statement, relating to our 2024 Annual Meeting of Shareholders, under the headings "Equity Compensation Plans," to be filed with the SEC within 120 days of December 31, 2023.
Issuance of Registered Equity Securities
2 unchanged sentences
Issuer Purchases of Equity Securities
−Removed: In December 2015, Essex's Board of Directors authorized a stock repurchase plan to allow Essex to acquire shares of common stock up to an aggregate value of $250.0 million.
−Removed: In February 2019, the Board of Directors approved the replenishment of the stock repurchase plan such that, as of such date, the Company had $250.0 million of purchase authority remaining under the stock repurchase plan.
−Removed: In each of May and December 2020, the Board of Directors approved the replenishment of the stock repurchase plan such that, as of each such date, Essex had $250.0 million of purchase authority remaining under the replenished plan.
−Removed: In September 2022, the Board of Directors approved a new stock repurchase plan to allow Essex to acquire shares of common stock up to an aggregate value of $500.0 million and as of December 31, 2022, the Company had repurchased 420,606 shares of common stock under this plan, totaling $101.7 million.
−Removed: The plan supersedes the previous common stock repurchase plan announced in December 2015.
+Added: In September 2022, the Company's Board of Directors approved a new stock repurchase plan to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million.
+Added: The plan supersedes the Company's previous common stock repurchase plan announced in December 2015.
During the year ended December 31, 2023, the Company repurchased and retired 437,026 shares of its common stock totaling $95.7 million, including commissions, at an average price of $218.88 per share.
1 unchanged sentence
Performance Graph
−Removed: The line graph below compares the cumulative total stockholder return on Essex's common stock for the last five years with the cumulative total return on the S&P 500, the FTSE NAREIT All Equity REIT index and the FTSE NAREIT Equity Apartments index over the same period.
+Added: The line graph below compares the cumulative total stockholder return on Essex's common stock for the last five years with the cumulative total return on the S&P 500 and the FTSE NAREIT Equity Apartments index over the same period.
This comparison assumes that the value of the investment in the common stock and each index was $100 on December 31, 2018 and that all dividends were reinvested.
−Removed: The FTSE NAREIT Equity Apartments index was added in the current year as it more closely aligns with executive compensation and performance of the Company against its more directly comparable peers.
Period Ending
3 unchanged sentences
FTSE NAREIT Equity Apartments Index $ 100.00 $ 126.32 $ 106.94 $ 174.97 $ 119.06 $ 126.05
−Removed: FTSE NAREIT All Equity REITs Index $ 100.00 $ 95.96 $ 123.46 $ 117.14 $ 165.51 $ 124.22
S&P 500 Index $ 100.00 $ 131.49 $ 155.68 $ 200.37 $ 164.08 $ 207.21
(1) Common stock performance data is provided by S&P Global Market Intelligence.
−Removed: The graph and other information furnished under the above caption "Performance Graph" in this Part II Item 5 of this Form 10-K shall not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or to the liabilities of the Exchange Act.
+Added: The graph and other information furnished under the above caption "Performance Graph" in this Part II Item 5 of this Form 10-K shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or to the liabilities of the Exchange Act.
Unregistered Sales of Equity Securities
During the years ended December 31, 2023 and 2022, the Operating Partnership issued OP Units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:
−Removed: During the years ended December 31, 2022 and 2021, Essex issued an aggregate of 76,246 and 248,725 shares of its common stock upon the exercise of stock options, respectively.
−Removed: Essex contributed the proceeds from the option exercises of $19.5 million and $58.5 million to the Operating Partnership in exchange for an aggregate of 76,246 and 248,725 OP Units, as required by the Operating Partnership’s partnership agreement, during the years ended December 31, 2022 and 2021, respectively.
+Added: During the years ended December 31, 2023 and 2022, Essex issued an aggregate of zero and 76,246 shares of its common stock upon the exercise of stock options, respectively.
+Added: Essex contributed the proceeds from the option exercises of no amount and $19.5 million to the Operating Partnership in exchange for an aggregate of zero and 76,246 OP Units, as required by the Operating Partnership’s partnership agreement, during the years ended December 31, 2023 and 2022, respectively.
During the years ended December 31, 2023 and 2022, Essex issued an aggregate of 22,236 and 11,707 shares of its common stock in connection with restricted stock awards for no cash consideration, respectively.
1 unchanged sentence
During the years ended December 31, 2023 and 2022, Essex issued an aggregate of 13,684 and 8,310 shares of its common stock in connection with the exchange of OP Units by limited partners into shares of common stock.
−Removed: For each share of common stock issued by Essex in connection with such exchange, the Operating Partnership issued OP Units to Essex as required by the Operating Partnership's partnership agreement, for an aggregate of 8,310 and 10,293 OP Units during the year ended December 31, 2022 and 2021, respectively.
+Added: For each share of common stock issued by Essex in connection with such exchange, the Operating Partnership issued OP Units to Essex as required by the Operating Partnership's partnership agreement, for an aggregate of 13,684 and 8,310 OP Units during the years ended December 31, 2023 and 2022, respectively.
Essex may sell shares through its equity distribution program, then contribute the net proceeds from these share issuances to the Operating Partnership in exchange for OP Units as required by the Operating Partnership's partnership agreement.
−Removed: During the year ended December 31, 2022 and 2021, the Company did not issue or sell any shares of common stock pursuant to the 2021 ATM Program.
+Added: During the years ended December 31, 2023 and 2022, the Company did not issue or sell any shares of common stock pursuant to the 2021 ATM Program.
As of December 31, 2023, there were no outstanding forward sale agreements.
−Removed: Stock Repurchases
−Removed: The following table summarizes the Company's purchase of shares of its common stock during the three months ended December 31, 2022:
−Removed: Total Number of
−Removed: Shares Purchased Average Price
−Removed: Paid Per Share Total Number of Shares
−Removed: Purchased as Part of a
−Removed: Publicly Announced
−Removed: Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (1)
−Removed: November 1, 2022 - November 30, 2022 28,200 $ 210.82 28,200 $ 424.2
−Removed: December 1, 2022 - December 31, 2022 121,009 $ 213.45 121,009 $ 398.3
−Removed: Total 149,209 $ 212.95 149,209 $ 398.3
−Removed: (1) In September 2022, the Board of Directors approved a new stock repurchase plan to allow the Company to acquire shares of common stock up to an aggregate of $500.0 million.
−Removed: The plan supersedes the Company's previous common stock repurchase plan announced in December 2015.
−Removed: Following the approval of the new plan, 420,606 shares of common stock totaling $101.7 million were repurchased under the new plan.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.