8-KOther Events

AVALONBAY COMMUNITIES INC 8-K Report, Corporate Update (Jun 22, 2017)

Filed June 22, 2017For Securities:AVB

Summary

This 8-K filing from AvalonBay Communities, Inc. (AVB) addresses a shareholder vote outcome regarding the re-election of a director, Ronald L. Havner, Jr. Mr. Havner did not receive a majority of the votes cast at the Annual Meeting held on May 18, 2017. While he remained on the Board due to running unopposed, he offered his resignation as per company bylaws. The Board considered shareholder concerns, which were primarily attributed to the number of other public company boards Mr. Havner serves on. It was subsequently announced that Mr. Havner will not seek re-election to one of these other boards in 2018, reducing his directorships. Taking this into account, along with his consistent attendance and contributions, the Board has decided to reject Mr. Havner's resignation offer.

Key Highlights

  • 1Director Ronald L. Havner, Jr. did not receive a majority of votes for re-election at the May 18, 2017 Annual Meeting.
  • 2Mr. Havner offered to resign from the Board of Directors, in accordance with company bylaws.
  • 3The Board believes shareholder concerns stemmed from the number of other public company boards Mr. Havner serves on.
  • 4Mr. Havner has announced he will not stand for re-election to one external board in 2018, reducing his board seats.
  • 5The Board has considered this reduction in external commitments.
  • 6The Board has decided to reject Mr. Havner's offer to resign.
  • 7Mr. Havner's attendance at Board and committee meetings in 2016 was 100%, highlighting his commitment.

Frequently Asked Questions

The Board believes the primary reason was shareholder concern regarding the number of other public company boards on which Mr. Havner serves.

Yes, the Board has decided to reject his offer to resign and he will continue to serve.

While shareholder concern was noted, Mr. Havner will reduce his external board commitments starting in 2018, which the Board considered when deciding to retain him.

The Board considered the matter, including Mr. Havner's commitment to reducing his external board seats and his contributions, and ultimately decided to reject his offer to resign.