Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The shares of the Company’s common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol ESS.
Market Information
The Company’s common stock has been traded on the NYSE since June 13, 1994. The high, low and closing price per share of common stock reported on the NYSE for the quarters indicated are as follows:
| Quarter Ended | High | Low | Close | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2012 | $ | 150.71 | $ | 136.38 | $ | 146.65 | ||||||
| September 30, 2012 | $ | 160.64 | $ | 147.38 | $ | 148.24 | ||||||
| June 30, 2012 | $ | 161.53 | $ | 146.05 | $ | 153.92 | ||||||
| March 31, 2012 | $ | 151.54 | $ | 136.43 | $ | 151.51 | ||||||
| December 31, 2011 | $ | 148.44 | $ | 111.25 | $ | 140.51 | ||||||
| September 30, 2011 | $ | 145.40 | $ | 119.15 | $ | 120.04 | ||||||
| June 30, 2011 | $ | 138.31 | $ | 122.67 | $ | 135.29 | ||||||
| March 31, 2011 | $ | 124.41 | $ | 109.98 | $ | 124.00 |
The closing price as of February 20, 2013 was $152.41.
Holders
The approximate number of holders of record of the shares of the Company’s common stock was 259 as of February 20, 2013. This number does not include stockholders whose shares are held in investment accounts by other entities. The Company believes the actual number of stockholders is greater than the number of holders of record.
Return of Capital
Under provisions of the Internal Revenue Code of 1986, as amended, the portion of the cash dividend, if any, that exceeds earnings and profits is considered a return of capital. The return of capital is generated due to a variety of factors, including the deduction of non-cash expenses, primarily depreciation, in the determination of earnings and profits.
The status of the cash dividends distributed for the years ended December 31, 2012, 2011, and 2010 related to common stock, and Series F, G and Series H preferred stock for tax purposes are as follows:
| 2012 | 2011 | 2010 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | ||||||||||||
| Ordinary income | 70.58 | % | 63.68 | % | 82.46 | % | ||||||
| Capital gain | 8.75 | % | 11.16 | % | 5.61 | % | ||||||
| Unrecaptured section 1250 capital gain | 7.97 | % | 0.74 | % | 0.00 | % | ||||||
| Return of capital | 12.70 | % | 24.42 | % | 11.93 | % | ||||||
| 100.00 | % | 100.00 | % | 100.00 | % |
| 2012 | 2011 | 2010 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Series F, G, and H Preferred stock | ||||||||||||
| Ordinary income | 80.85 | % | 100.00 | % | 93.63 | % | ||||||
| Capital gains | 10.02 | % | 0.00 | % | 6.37 | % | ||||||
| Unrecaptured section 1250 capital gain | 9.13 | % | 0.00 | % | 0.00 | % | ||||||
| 100.00 | % | 100.00 | % | 100.00 | % |
Dividends and Distributions
Since its initial public offering on June 13, 1994, the Company has paid regular quarterly dividends to its stockholders. The Company has paid the following dividends per share of common stock:
| Year Ended | Annual Dividend | Quarter Ended | 2012 | 2011 | 2010 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1995 | $ | 1.685 | March 31, | $ | 1.100 | $ | 1.040 | $ | 1.033 | ||||||||||
| 1996 | $ | 1.720 | June 30, | 1.100 | 1.040 | 1.033 | |||||||||||||
| 1997 | $ | 1.770 | September 30, | 1.100 | 1.040 | 1.033 | |||||||||||||
| 1998 | $ | 1.950 | December 31, | 1.100 | 1.040 | 1.033 | |||||||||||||
| 1999 | $ | 2.150 | |||||||||||||||||
| 2000 | $ | 2.380 | Annual Dividend | $ | 4.400 | $ | 4.160 | $ | 4.130 | ||||||||||
| 2001 | $ | 2.800 | |||||||||||||||||
| 2002 | $ | 3.080 | |||||||||||||||||
| 2003 | $ | 3.120 | |||||||||||||||||
| 2004 | $ | 3.160 | |||||||||||||||||
| 2005 | $ | 3.240 | |||||||||||||||||
| 2006 | $ | 3.360 | |||||||||||||||||
| 2007 | $ | 3.720 | |||||||||||||||||
| 2008 | $ | 4.080 | |||||||||||||||||
| 2009 | $ | 4.120 |
Future distributions by the Company will be at the discretion of the Board of Directors and will depend on the actual cash flows from operations of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, applicable legal restrictions and such other factors as the Board of Directors deem relevant. There are currently no contractual restrictions on the Company’s present or future ability to pay dividends.
On February 20, 2013, the Company announced the Board of Directors approved a $0.44 per share increase to the annualized cash dividend. Accordingly, the first quarter dividend distribution, payable on April 12, 2013 to stockholders as of record as of March 28, 2013, will be $1.21 per share. On an annualized basis, the dividend represents a distribution of $4.84 per common share.
Dividend Reinvestment and Share Purchase Plan
The Company has adopted a dividend reinvestment and share purchase plan designed to provide holders of common stock with a convenient and economical means to reinvest all or a portion of their cash dividends in shares of common stock and to acquire additional shares of common stock through voluntary purchases. Computershare, LLC, which serves as the Company’s transfer agent, administers the dividend reinvestment and share purchase plan. For a copy of the plan, contact Computershare, LLC at (312) 360-5354.
Securities Authorized for Issuance under Equity Compensation Plans
See the Company’s disclosure in the 2013 Proxy Statement under the heading “Equity Compensation Plan Information”, which disclosure is incorporated herein by reference.
Issuance of Registered Equity Securities
During 2012, the Company sold 2,404,096 shares of common stock for $357.7 million, net of commissions, at an average price of $150.26. During the first quarter of 2013 through February 21, 2013, the Company has issued 758,644 shares of common stock at an average price of $151.70 for $114.0 million, net of fees and commissions. These sales were pursuant to a registration statement and the Company used the net proceeds from the stock offerings to pay down debt, fund redevelopment and development pipelines, fund acquisitions, and for general corporate purposes.
Issuer Purchases of Equity Securities – Common Stock, Series G Cumulative Convertible Preferred Stock
In August 2007, the Company’s Board of Directors authorized a stock repurchase plan to allow the Company to acquire shares in an aggregate of up to $200 million. The Company did not repurchase any shares during 2012, 2011 and 2010. Since the Company announced the inception of the stock repurchase plan, the Company has repurchased and retired 816,659 shares for $66.6 million at an average stock price of $81.56 per share, including commissions as of December 31, 2012.
Performance Graph
The line graph below compares the cumulative total stockholder return on the Company’s common stock for the last five years with the cumulative total return on the S&P 500 and the NAREIT All Equity REIT 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, 2007 and that all dividends were reinvested (1).

| Period Ending | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Index | 12/31/07 | 12/31/08 | 12/31/09 | 12/31/10 | 12/31/11 | 12/31/12 | ||||||||||||||||||
| Essex Property Trust, Inc. | 100.00 | 81.99 | 94.78 | 134.70 | 171.15 | 183.99 | ||||||||||||||||||
| NAREIT All Equity REIT Index | 100.00 | 62.27 | 79.70 | 101.98 | 110.42 | 132.18 | ||||||||||||||||||
| S&P 500 | 100.00 | 63.00 | 79.68 | 91.68 | 93.61 | 108.59 |
(1) Common stock performance data is provided by SNL Financial.
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, as amended.
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