UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 20, 2020

EQUITY COMMONWEALTH
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)

1-9317
  
04-6558834
(Commission File Number)
  
(IRS Employer Identification No.)
     
Two North Riverside Plaza,
Suite 2100, Chicago, IL
  
60606
(Address of Principal Executive Offices)
  
(Zip Code)

(312) 646-2800
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title Of Each Class
  
Trading Symbol
  
Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest
  
EQC
  
New York Stock Exchange
6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest
  
EQCpD
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 7.01
Regulation FD Disclosure.

On May 20, 2020, Equity Commonwealth, a Maryland real estate investment trust (the “Company”), issued a press release announcing a change in the location of the Company’s 2020 Annual Meeting of Shareholders from an in-person meeting to a virtual-only meeting due to effects of the COVID-19 pandemic. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto.
 
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as expressly provided by specific reference in such a filing.
 
Item 9.01.
Financial Statements and Exhibit.

(d)
Exhibits

Exhibit Number
  
Description
99.1
  
Press Release dated May 20, 2020
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
EQUITY COMMONWEALTH
   
 
By:
/s/ Orrin S. Shifrin
 
Name:
Orrin S. Shifrin
 
Title:
Executive Vice President, General Counsel and Secretary
   
Date: May 20, 2020