AvalonBay Communities Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 21, 2025. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. At the meeting, holders of the Company’s stock were asked (1) to elect eleven directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified, (2) to cast a non-binding, advisory vote upon the compensation of 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, 2025.
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: | For | Against | Abstain | Broker Non-votes | ||||||||
| Glyn F. Aeppel | 124,645,399 | 3,364,532 | 422,888 | 4,581,333 | ||||||||
| Terry S. Brown | 123,911,325 | 4,080,809 | 440,685 | 4,581,333 | ||||||||
| Ronald L. Havner, Jr. | 127,572,216 | 502,443 | 358,160 | 4,581,333 | ||||||||
| Stephen P. Hills | 128,014,089 | 59,758 | 358,972 | 4,581,333 | ||||||||
| Christopher B. Howard | 124,662,492 | 3,265,880 | 504,447 | 4,581,333 | ||||||||
| Richard J. Lieb | 125,562,763 | 2,511,935 | 358,121 | 4,581,333 | ||||||||
| Nnenna Lynch | 127,946,924 | 127,682 | 358,213 | 4,581,333 | ||||||||
| Charles E. Mueller, Jr. | 127,304,831 | 769,642 | 358,346 | 4,581,333 | ||||||||
| Timothy J. Naughton | 123,634,440 | 4,413,482 | 384,897 | 4,581,333 | ||||||||
| Benjamin W. Schall | 127,762,892 | 311,381 | 358,546 | 4,581,333 | ||||||||
| Susan Swanezy | 120,711,295 | 7,362,827 | 358,697 | 4,581,333 |
Proposal 2
Stockholders approved the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K. 121,084,118 votes were cast in favor of approval of such compensation, 6,909,826 votes were cast against, and there were 438,875 abstentions. There were 4,581,333 broker non-votes with respect to Proposal 2.
Proposal 3
Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2025. 125,075,242 votes were cast in favor of ratifying the selection of Ernst & Young LLP, 7,920,711 votes were cast against, and there were 18,199 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 signed on its behalf by the undersigned hereunto duly authorized.
| AVALONBAY COMMUNITIES, INC. | ||
| Dated: May 22, 2025 | By: | /s/ Kevin P. O’Shea |
| Kevin P. O’Shea | ||
| Chief Financial Officer | ||