EQUITY LIFESTYLE PROPERTIES INC0000895417False00008954172025-02-042025-02-04

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): February 4, 2025


EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland1-1171836-3857664
(State or other jurisdiction of incorporation)
(Commission File No.)(IRS Employer Identification Number)
Two North Riverside PlazaChicago,Illinois60606
(Address of Principal Executive Offices)(Zip Code)

(312) 279-1400
(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 (see General Instruction A.2. below):
☐
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 Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueELSNew 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

(c) Appointment of Officer

Effective February 4, 2025, Caroline Karp, Senior Vice President and Chief Accounting Officer of Equity LifeStyle Properties, Inc. (referred to herein as “we,” “us,” the “Company” and “our”) assumed the role of principal accounting officer.

Ms. Karp, 51, joined the Company as our Chief Accounting Officer in September 2024. Ms. Karp previously served as Corporate Vice President, Controller and Assistant Corporate Controller for Baxter International Inc. from 2013 to 2018, Corporate Controller for Mesirow Financial Holdings, Inc. from 2012 to 2013 and Vice President, Investment Accounting and Reporting and Assistant Vice President, Technical Advisory for CNA Financial Corporation from 2007 to 2012. Prior to that, she held various financial positions at PricewaterhouseCoopers LLP and KPMG LLP. In these roles, Ms. Karp was responsible for global accounting and reporting functions, including responsibilities over Securities and Exchange Commission reporting, preparation of consolidated financial statements, maintenance of accounting policies and procedures, compliance with the Sarbanes-Oxley Act of 2002 and coordination of annual audits.

With respect to the disclosure required by Item 401(b) of Regulation S-K, there are no arrangements or understandings between Ms. Karp and any other person pursuant to which she assumed the role of principal accounting officer. With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Ms. Karp and any of the Company’s directors or executive officers. With respect to the disclosure required by Item 404(a) of Regulation S-K, there are no relationships or related transactions between Ms. Karp and the Company that would be required to be reported.

Paul Seavey, our Executive Vice President and Chief Financial Officer, will remain principal financial officer.

(e) 2025 Executive Bonus Plan

On February 4, 2025, the Compensation, Nominating and Corporate Governance Committee (the “Compensation Committee”) of the Board of Directors approved the Executive Bonus Plan for 2025 (the “Plan”). Under the Plan, the bonus potential is based on the achievement of certain performance targets. The bonus potential under the Plan is as follows:

NameTitleBonus Potential
Marguerite NaderPresident and Chief Executive Officer290% of annual salary
Paul SeaveyExecutive Vice President and Chief Financial Officer220% of annual salary
Patrick WaiteExecutive Vice President and Chief Operating Officer220% of annual salary
David EldersveldExecutive Vice President, Chief Legal Officer and Corporate Secretary220% of annual salary

Under the Plan, payment of 70% of the bonus potential is contingent upon the achievement of certain operational targets, including, but not limited to, goals related to core MH revenues, core RV revenues, site and member optimization, core net operating income and expense control and working capital. The Compensation Committee will determine whether these performance targets were achieved or not and the appropriate award based on an evaluation of each of the established goals. Payment of the remaining 30% of the bonus potential is at the discretion of the Compensation Committee based on its assessment of the achievement of various strategic initiatives. This amount is established for the executive officers, as a whole, and the Compensation Committee has the discretion to apportion the amount amongst the executive officers. In addition, if the executive officers exceed by specified amounts certain operational targets relating to core MH revenues, core RV revenues, core net operating income and normalized funds from operations, the total bonus potential may be increased by up to an additional $879,458, which would be shared amongst the executive officers. Bonus payments will be made in cash and will be paid subsequent to the year ending December 31, 2025, after finalization of our results of operations and upon review and approval by the Compensation Committee. The amount paid to each executive officer is subject to the discretion of the Compensation Committee.

Item 8.01    Other Events
On February 4, 2025, we declared a first quarter 2025 dividend of $0.515 per common share, representing, on an annualized basis, a dividend of $2.06 per common share. The dividend will be paid on April 11, 2025 to stockholders of record at the close of business on March 28, 2025.

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. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement due to a number of factors, which include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort and marina sites; (iii) scheduled or implemented rate increases on community, resort and marina sites; (iv) scheduled or implemented rate increases in annual payments under membership subscriptions; (v) occupancy changes; (vi) our ability to attract and retain membership customers; (vii) change in customer demand regarding travel and outdoor vacation destinations; (viii) our ability to manage expenses in an inflationary environment; (ix) changes in debt service and interest rates; (x) our ability to integrate and operate recent acquisitions in accordance with our estimates; (xi) our ability to execute expansion/development opportunities in the face of changes impacting the supply chain or labor markets; (xii) completion of pending transactions in their entirety and on assumed schedule; (xiii) our ability to attract and retain property employees, particularly seasonal employees; (xiv) ongoing legal matters and related fees; (xv) costs to clean up and restore property operations and potential revenue losses following storms or other unplanned events; and (xvi) the potential impact of material weaknesses, if any, in our internal control over financial reporting.

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” and “Forward-Looking Statements” sections in our most recent Annual Report on Form 10-K and any 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 of lifestyle-oriented properties and own or have an interest in 452 properties located predominantly in the United States consisting of 173,201 sites as of January 27, 2025. We are a self-administered, self-managed, real estate investment trust with headquarters in Chicago.



SIGNATURE


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 thereunto duly authorized.
EQUITY LIFESTYLE PROPERTIES, INC.
Date: February 7, 2025By: /s/ Paul Seavey
Paul Seavey
Executive Vice President and Chief Financial Officer




v3.25.0.1
Cover Document
Feb. 04, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 04, 2025
Entity Incorporation, State or Country Code MD
Entity File Number 1-11718
Entity Tax Identification Number 36-3857664
Entity Address, Street Two North Riverside Plaza
City Chicago,
Entity Address, State IL
Entity Address, Postal Zip Code 60606
City Area Code 312
Local Phone Number 279-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of each class Common Stock, $0.01 Par Value
Trading Symbol ELS
Name of each exchange on which registered NYSE
Entity Registrant Name EQUITY LIFESTYLE PROPERTIES INC
Entity Central Index Key 0000895417
Amendment Flag false
Equity Lifestyle Propert... (NYSE:ELS)
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