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    AvalonBay Communities Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/22/25 4:15:20 PM ET
    $AVB
    Real Estate Investment Trusts
    Real Estate
    Get the next $AVB alert in real time by email
    false 0000915912 0000915912 2025-05-21 2025-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 21, 2025

     

    AVALONBAY COMMUNITIES, INC.

    (Exact name of registrant as specified in its charter)

     

    Maryland

    (State or other jurisdiction
    of incorporation or organization)

    1-12672

    (Commission File
    Number)

    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 or former address, 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 (§ 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 5.07 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

     

     

     

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