ESS Essex Property Trust Inc

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective May 18, 2016, Essex Property Trust, Inc. (“Essex” or the “Company”) filed Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland to reflect the amendment of the Company’s charter to change the super-majority vote requirement to amend certain sections of the charter to a majority vote standard, as approved by the Company’s stockholders at the Annual Meeting of Stockholders held on May 17, 2016, as described under Item 5.07 below.  These Articles of Amendment and Restatement include all of the Company’s charter provisions, as amended and supplemented to date, in one instrument.

The charter amendment was described in the text of Proposal No. 2 in the Company’s proxy statement for the Annual Meeting of Stockholders filed with the SEC on April 1, 2016.  The proxy statement also included a copy of the charter amendment showing deletions of text as Appendix A.

The Articles of Amendment and Restatement also reflect the reclassification, into shares of common stock available for future issuance, of the authorized but unissued shares of the following series of preferred stock: the 4.875% Series G Cumulative Convertible Preferred Stock (the “Series G Stock”) and the 7.125% Series H Cumulative Redeemable Preferred Stock (the “Series H Stock”).  All the previously outstanding shares of the Series G Stock and Series H Stock have either been repurchased, redeemed or converted into shares of common stock.  Thus, the Articles of Amendment and Restatement do not contain the terms of these series of preferred stock as the shares of such series will not be issued again in the future and have been reclassified as common stock, pursuant to Articles Supplementary filed with, and accepted for record by, the State Department of Assessments and Taxation of Maryland immediately prior to the filing of the Articles of Amendment and Restatement on May 18, 2016.

The Company’s Board of Directors (the “Board”) amended and restated the Company’s bylaws, effective as of May 17, 2016, to include an “exclusive forum” provision for certain types of litigation.  The amended and restated bylaws provide that, unless the Company otherwise consents, certain types of litigation must be brought in the Circuit Court for Baltimore City, Maryland or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division.  The types of litigation covered by this provision include (i) a derivative lawsuit; (ii) an action asserting breach of duty by a director, officer or employee; (iii) an action pursuant to any provision of the Maryland General Corporation Law or the charter or bylaws of the Company; and (iv) an action asserting a claim governed by the internal affairs doctrine.

Copies of the Articles Supplementary, Articles of Amendment and Restatement and Fifth Amended and Restated Bylaws are included as exhibits to this report, and the summaries of the amendments above are qualified by reference to the full text of the applicable instrument.