8-KLeadership ChangesExhibits & Filings

AVALONBAY COMMUNITIES INC 8-K Report, Executive Changes (Nov 4, 2014)

Filed November 4, 2014For Securities:AVB

Summary

This 8-K filing by AvalonBay Communities, Inc. (AVB) on November 4, 2014, announces a significant change in its Board of Directors. Effective January 1, 2015, Terry S. Brown will be appointed as an independent director. Mr. Brown brings extensive experience in real estate development and finance, currently serving as Chairman and CEO of EDENS, a major retail real estate owner and developer. His appointment is expected to enhance the board's expertise, particularly in investment and audit matters, as he will join the Investment and Finance Committee and the Audit Committee. The filing also details the compensatory arrangements for Mr. Brown, including restricted stock grants and cash payments that are pro-rata portions of the compensation provided to other non-employee directors. This appointment increases the size of the Board from ten to eleven directors. The company has carefully considered Mr. Brown's independence, noting past transactions between an affiliate of AvalonBay and an affiliate of EDENS, and has concluded that these do not impair his independence according to NYSE standards.

Key Highlights

  • 1Appointment of Terry S. Brown as an independent director to the Board of Directors, effective January 1, 2015.
  • 2Mr. Brown's extensive background in real estate, including his current role as Chairman and CEO of EDENS.
  • 3Mr. Brown will serve on the Investment and Finance Committee and the Audit Committee.
  • 4The Board size will increase from ten to eleven directors.
  • 5Details provided on Mr. Brown's compensation, including restricted stock grants and cash payments.
  • 6Confirmation of Mr. Brown's independence despite prior transactions between AvalonBay and EDENS affiliates.
  • 7An Indemnification Agreement is anticipated to be entered into with Mr. Brown.

Frequently Asked Questions

Terry S. Brown is a seasoned executive with significant experience in real estate development and finance. He is currently the Chairman and Chief Executive Officer of EDENS, a prominent private owner, operator, and developer of retail real estate. Prior to EDENS, he was CEO of Andersen Corporate Finance LLC.

Mr. Brown's appointment is significant as he brings specialized expertise in real estate development and finance to AvalonBay's Board. His service on the Investment and Finance Committee and the Audit Committee is expected to provide valuable insights and oversight in these critical areas.

Yes, the filing explicitly states that the Board considered prior transactions between AvalonBay and an affiliate of EDENS (where Mr. Brown is CEO). The Board concluded, based on NYSE standards, that these transactions do not impair Mr. Brown's independence.

Mr. Brown will receive a pro-rata portion of the annual retainer through restricted stock and cash payments, beginning with a grant on January 30, 2015, and a cash payment on March 1, 2015. Subsequently, he will receive the standard compensation package for non-employee directors.