Form 8-K AVALONBAY COMMUNITIES For: May 19

 

 

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 19, 2022

 

AVALONBAY COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

 

Commission file number 1-12672

Maryland (State or other jurisdiction of incorporation or organization)

77-0404318 (I.R.S. Employer Identification No.)

 

4040 Wilson Blvd. Suite 1000

Arlington, Virginia 22203

(Address of principal executive offices)(Zip code)

 

(703) 329-6300

(Registrant’s telephone number, including area code)

 

(Former name, if changed since last report)

 

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 Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		AVB		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 5.07

Submission of Matters to a Vote of Security Holders.

 

AvalonBay Communities, Inc. (the "Company") held its Annual Meeting of Stockholders on May 19, 2022. At the meeting, holders of the Company’s common stock were asked (1) to elect twelve directors to serve until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified, (2) to cast a non-binding, advisory vote on the compensation of named executive officers of the Company, as described in the Company’s proxy statement, and (3) to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022.

 

Each share of common stock was entitled to one vote with respect to matters submitted to a vote of the Company’s stockholders, and the voting results reported below are final.

 

Proposal 1

 

Each of the Company’s nominees for director as listed in the proxy statement was re-elected as shown in the table below.

 

Nominee:		Votes "For"			Votes "Against"			Abstentions			Broker Non-votes
Glyn F. Aeppel		119,202,613			2,134,986			261,799			5,414,742
Terry S. Brown		118,448,373			2,888,448			262,577			5,414,742
Alan B. Buckelew		120,034,838			1,301,881			262,679			5,414,742
Ronald L. Havner, Jr.		109,882,867			11,454,185			262,346			5,414,742
Stephen P. Hills		120,372,648			964,190			262,560			5,414,742
Christopher B. Howard		121,076,416			260,472			262,510			5,414,742
Richard J. Lieb		117,510,203			3,826,721			262,474			5,414,742
Nnenna Lynch		121,063,977			273,959			261,462			5,414,742
Timothy J. Naughton		116,668,464			4,693,062			237,872			5,414,742
Benjamin W. Schall		121,115,525			245,924			237,949			5,414,742
Susan Swanezy		115,891,644			5,443,652			264,102			5,414,742
W. Edward Walter		114,917,352			6,419,776			262,270			5,414,742

 

Proposal 2

 

Stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K. 114,949,782 votes were cast in favor of approval of such compensation, 6,367,584 votes were cast against, and there were 282,032 abstentions. There were 5,414,742 broker non-votes with respect to Proposal 2.

 

Proposal 3

 

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2022. 122,746,120 votes were cast in favor of ratifying the appointment of Ernst & Young LLP, 4,219,751 votes were cast against, and there were 48,269 abstentions. There were no broker non-votes with respect to Proposal 3.

 

 

SIGNATURE

 

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

 

	AVALONBAY COMMUNITIES, INC.
Dated: May 20, 2022	By:	/s/ Kevin P. O’Shea
			Kevin P. O’Shea
			Chief Financial Officer

 

 

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