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

Year.

On October 26, 2021, the board of directors (the "Board") of Equity Lifestyle Properties, Inc. (referred to herein as the "Company," "we," "us," and "our") amended and restated the Company's bylaws (the "Third Amended and Restated Bylaws") to, among other things (i) reflect amendments to the Maryland General Corporation Law (the "MGCL"), (ii) address recent developments in public company governance, (iii) clarify certain corporate procedures and (iv) make enhancements and technical corrections. Among the changes effected by the Third Amended and Restated Bylaws are the following:

Article II (Meetings of Stockholders) has been updated to:





     •    Delete the requirement that stockholder meetings are to be held at a
          physical location within the United States and expressly provide that
          meetings may be held by means of remote communication;




     •    Update the procedures for stockholder-requested special meetings and the
          informational requirements for record date notice requests;




     •    Update the provisions governing the organization and conduct of
          stockholder meetings;




     •    Allow a stockholder's meeting to continue after a quorum is established
          notwithstanding the withdrawal from the meeting of enough stockholders to
          a level below the amount that would be required to establish a quorum
          thereafter;




     •    Update the informational requirements and procedures for any stockholder
          nominating individuals for election to the Board or proposing other
          business at a stockholder meeting and set forth the requirement that a
          stockholder proponent appear in person or by proxy at the meeting;




  •   Reflect that electronic notice and householding are both permissible;




     •    Permit the Company to postpone or cancel a meeting of stockholders (other
          than a meeting of stockholders properly requested by the stockholders) by
          public announcement, provided notice of the new date is sent at least ten
          days prior to the new date;




     •    Permit the Company to postpone a meeting of stockholders properly
          requested by the stockholders by public announcement (but only until the
          60th day following the record date for such meeting), provided notice of
          the new date is sent at least ten days prior to the new date;




     •    Clarify that any repeal or amendment of Section 10 of Article II of the
          Third Amended and Restated Bylaws relating to the Maryland Control Share
          Acquisition Act may apply to prior or subsequent control share
          acquisitions; and




     •    Clarify that any stockholder consents may also be given by electronic
          transmission.

Article III (Directors) has been updated to:





     •    Clarify procedures and conform to Maryland law, including updating
          provisions relating to director resignations, the power of the Board to
          ratify prior actions, board meeting organization, such as permitting
          director participation by electronic means, and notice procedures for
          Board meetings;




     •    Clarify that directors elected to fill a vacancy on the Board will serve
          until the next annual meeting of stockholders;




     •    Allow a Board meeting to continue after a quorum is established
          notwithstanding the withdrawal from the meeting of enough directors to a
          level below the amount that would be required to establish a quorum
          thereafter;




     •    Clarify that any director consents may also be given by electronic
          transmission; and




     •    Add a provision regarding reduction of the quorum and notice requirements
          for a Board meeting, if necessary, during a catastrophe or other
          emergency circumstances.

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Article IV (Committees) has been updated to:





  •   Decrease the number of directors needed for a committee from two to one; and




     •    Clarify committee meeting procedures, including permitting consent or
          meeting participation by electronic means, and the Board's power to fill
          committee vacancies and dissolve committees.

Article VII (Stock) has been updated to:





     •    Provide that shares of stock of the Company will not be represented by
          certificates, unless otherwise provided by the Board or an officer of the
          Company; and




     •    Delete outdated references, including regarding the closing of the
          transfer books as a means of setting a record date.

Article XII (Indemnification of Officers and Directors) has been updated to conform to the provisions of the MCGL.

Articles V (Officers), XIV (Amendment of Bylaws) and XV (Severability) have been updated to reflect certain other amendments and Articles II (Meetings of Stockholders), III (Directors) and IV (Committees) have also been updated to reflect administrative additional revisions.

The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to a copy of the Third Amended and Restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.

Item 8.01 Other Events.

On October 26, 2021, the Board declared a fourth quarter 2021 dividend of $0.3625 per common share, representing, on an annualized basis, a dividend of $1.45 per common share. The dividend will be paid on January 14, 2022 to stockholders of record at the close of business on December 31, 2021.

This report includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as "anticipate," "expect," "believe," "project," "intend," "may be" and "will be" and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:





     •    our ability to control costs and real estate market conditions, our
          ability to retain customers, the actual use of sites by customers and our
          success in acquiring new customers at our properties (including those
          that we may acquire);




     •    our ability to maintain historical or increase future rental rates and
          occupancy with respect to properties currently owned or that we may
          acquire;




     •    our ability to attract and retain customers entering, renewing and
          upgrading membership subscriptions;




  •   our assumptions about rental and home sales markets;




  •   our ability to manage counterparty risk;




     •    our ability to renew our insurance policies at existing rates and on
          consistent terms;




     •    in the age-qualified properties, home sales results could be impacted by
          the ability of potential home buyers to sell their existing residences as
          well as by financial, credit and capital markets volatility;




     •    results from home sales and occupancy will continue to be impacted by
          local economic conditions, lack of affordable manufactured home financing
          and competition from alternative housing options including site-built
          single-family housing;




     •    impact of government intervention to stabilize site-built single-family
          housing and not manufactured housing;




     •    effective integration of recent acquisitions and our estimates regarding
          the future performance of recent acquisitions;




     •    the completion of future transactions in their entirety, if any, and
          timing and effective integration with respect thereto;




     •    unanticipated costs or unforeseen liabilities associated with recent
          acquisitions;




     •    our ability to obtain financing or refinance existing debt on favorable
          terms or at all;




  •   the effect of interest rates;

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     •    the effect from any breach of our, or any of our vendors', data
          management systems;




  •   the dilutive effects of issuing additional securities;




     •    the outcome of pending or future lawsuits or actions brought by or
          against us, including those disclosed in our filings with the Securities
          and Exchange Commission; and




     •    other risks indicated from time to time in our filings with the
          Securities and Exchange Commission.

In addition, these forward-looking statements are subject to risks related to the COVID-19 pandemic, many of which are unknown, including the duration of the pandemic, the extent of the adverse health impact on the general population and on our residents, customers, and employees in particular, its impact on the employment rate and the economy, the extent and impact of governmental responses, and the impact of operational changes we have implemented and may implement in response to the pandemic.

For further information on these and other factors that could impact us and the statements contained herein, refer to our filings with the Securities and Exchange Commission, including the "Risk Factors" section in our most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q.

These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

We are a fully integrated owner and operator of lifestyle-oriented properties and own or have an interest in 436 quality properties in 33 states and British Columbia consisting of 167,123 sites. We are a self-administered, self-managed, real estate investment trust with headquarters in Chicago.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The information contained in the attached exhibit is unaudited and should be read in conjunction with the Registrant's annual and quarterly reports filed with the Securities and Exchange Commission.





3.1       Equity Lifestyle Properties, Inc. Third Amended and Restated Bylaws,
        effective as of October 26, 2021

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

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