8-KLeadership ChangesCorporate ChangesExhibits & Filings

AVALONBAY COMMUNITIES INC 8-K Report, Executive Changes (Feb 21, 2017)

Filed February 21, 2017For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) filed a Form 8-K on February 21, 2017, reporting significant changes related to its Board of Directors and corporate governance. Notably, long-serving director Lance R. Primis will not seek re-election at the 2017 Annual Meeting of Stockholders. Mr. Primis's departure is attributed to the company's term limit expectations and not to any disagreements, highlighting a commitment to refreshing board membership. His extensive tenure, including leadership roles on key committees and as Lead Independent Director, makes his departure a noteworthy event for long-term investors. Furthermore, the filing details an amendment to AvalonBay's bylaws, effective February 16, 2017. This amendment changes the voting standard for director elections in uncontested scenarios from a majority of votes cast (including abstentions) to a majority of votes cast for and against each director. This adjustment aims to provide stockholders with a clearer mechanism to express their support or opposition, aligning with a move towards greater shareholder accountability in director elections. The company will also revise its proxy materials to reflect this change.

Key Highlights

  • 1Director Lance R. Primis will not stand for re-election at the 2017 Annual Meeting of Stockholders after serving for over 18 years.
  • 2Mr. Primis's decision aligns with the company's Corporate Governance Guidelines regarding term limits and was not due to any disagreement.
  • 3The Board of Directors amended the company's bylaws, effective February 16, 2017.
  • 4The amendment changes the vote requirement for electing directors in uncontested elections to a majority of the votes cast for and against such director.
  • 5Previously, the requirement was an affirmative vote of a majority of the votes cast for and affirmatively withheld.
  • 6The company intends to revise its proxy card and ballot to allow stockholders to abstain from voting for or against director nominees in uncontested elections.
  • 7The full text of the Amendment to Amended and Restated Bylaws is filed as an exhibit to this report.

Frequently Asked Questions

Lance R. Primis is not standing for re-election to the Board of Directors due to the company's Corporate Governance Guidelines regarding term limits. His decision is consistent with these expectations and not based on any disagreement with the company.

The company's bylaws were amended to change the vote requirement for electing directors in uncontested elections. Directors will now require a majority of the votes cast for and against them, rather than a majority of votes cast for and withheld. This change aims to provide a more direct way for shareholders to express their support or opposition.

With the bylaw amendment, AvalonBay intends to revise its proxy card and ballot for uncontested director elections. This will allow stockholders to explicitly vote for or against, or abstain from voting on, individual director nominees.

The company expects to nominate all other current directors for re-election at the 2017 Annual Meeting of Stockholders. Mr. Primis will continue to serve on the Board until the date of that meeting.