8-KLeadership ChangesMaterial Agreements

AVALONBAY COMMUNITIES INC 8-K Report, Material Agreement (Jul 7, 2005)

Filed July 7, 2005For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) filed an 8-K on July 7, 2005, to announce significant changes to its Board of Directors. The company appointed two new directors, H. Jay Sarles and Timothy J. Naughton, effective September 1, 2005. This expansion will increase the Board's size from eight to ten members. The appointments are strategically important, with Mr. Sarles bringing extensive financial experience from his tenure at Bank of America and FleetBoston Financial, and he will serve on the Compensation and Audit Committees. Mr. Naughton, already serving as AvalonBay's President, will now also contribute to the Investment and Finance Committee. These additions are designed to enhance the Board's oversight and strategic guidance.

Key Highlights

  • 1Appointment of two new directors: H. Jay Sarles and Timothy J. Naughton, effective September 1, 2005.
  • 2Expansion of the Board of Directors from eight to ten members.
  • 3H. Jay Sarles, a retired Vice Chairman of Bank of America, appointed as an independent director.
  • 4Mr. Sarles will serve on the Compensation and Audit Committees.
  • 5Timothy J. Naughton, AvalonBay's President, appointed to the Investment and Finance Committee.
  • 6Mr. Sarles will receive compensation consistent with other directors, including a restricted stock award and quarterly cash payments.

Frequently Asked Questions

AvalonBay is expanding its Board from eight to ten directors to accommodate the appointment of two new members, H. Jay Sarles and Timothy J. Naughton, and to enhance the Board's oversight and strategic capabilities.

H. Jay Sarles brings significant financial expertise, having retired as Vice Chairman of Bank of America and holding various executive roles at FleetBoston Financial. Timothy J. Naughton is AvalonBay's President and will bring his operational leadership to the Board's Investment and Finance Committee.

Mr. Sarles will receive compensation consistent with other directors appointed at the May 11, 2005 Annual Meeting of Stockholders. This includes a restricted stock award and quarterly cash payments, with his first quarterly payment of $7,500 expected around September 30, 2005.

H. Jay Sarles will serve on the Compensation and Audit Committees, while Timothy J. Naughton will serve on the Investment and Finance Committee.