8-KShareholder Matters

AVALONBAY COMMUNITIES INC 8-K Report, Shareholder Vote Results (May 21, 2014)

Filed May 21, 2014For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) filed an 8-K on May 21, 2014, detailing the results of its Annual Meeting of Stockholders. The meeting addressed several key proposals, including the election of directors, ratification of auditors, executive compensation advisory vote, approval of stock incentive plan performance goals, and a stockholder resolution regarding board independence. All incumbent directors were re-elected with overwhelming support. Investors can note the strong ratification of Ernst & Young LLP as the independent auditor for fiscal year 2014 and the broad approval of executive compensation. The company also saw significant support for approving performance goals under its 2009 Stock Option and Incentive Plan.

Key Highlights

  • 1All nine nominated directors were re-elected with substantial "For" votes, indicating shareholder confidence in the current board.
  • 2Ernst & Young LLP was ratified as the independent auditor for fiscal year 2014 with a significant majority of shareholder approval.
  • 3Shareholders approved the compensation of executive officers on an advisory basis, with over 105 million votes in favor.
  • 4Performance goals under the AvalonBay Communities, Inc. 2009 Stock Option and Incentive Plan were approved by shareholders.
  • 5A shareholder proposal seeking an independent board chairman was not approved, with a significant majority voting against it.
  • 6Broker non-votes were noted for Proposals 1, 3, 4, and 5, representing shares held by brokers that were not voted on these specific matters.

Frequently Asked Questions

No, all nine nominated directors were re-elected at the Annual Meeting of Stockholders held on May 21, 2014, indicating continuity in leadership.

Yes, shareholders ratified the appointment of Ernst & Young LLP as the company's independent auditors for the fiscal year ending December 31, 2014, with a strong majority of votes in favor.

Shareholders cast a non-binding, advisory vote to approve the compensation of executive officers. The proposal received approximately 105.4 million "For" votes, indicating general shareholder approval.

The shareholder proposal requesting the Board's chairman to be an independent director was not approved. A majority of the votes cast were against this proposal.