8-KLeadership ChangesExhibits & Filings

AVALONBAY COMMUNITIES INC 8-K Report, Executive Changes (Jul 1, 2019)

Filed July 1, 2019For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) filed an 8-K on July 1, 2019, to report on the retirement of Stephen W. Wilson, Executive Vice President-Development, effective July 1, 2019. Mr. Wilson entered into a Retirement Agreement on June 27, 2019, which formalizes his departure and outlines the benefits he is entitled to receive as per company policy for retirements. Key aspects of the agreement include pro-rata bonuses, continued health insurance coverage, accelerated vesting of restricted shares, and prorated vesting of performance units. Additionally, Mr. Wilson will serve as a consultant to the Company for six months to assist with market expansion and other strategic matters, for which he will receive a monthly fee. This filing provides transparency on executive transitions and associated financial arrangements.

Key Highlights

  • 1Stephen W. Wilson, Executive Vice President-Development, retired from AvalonBay Communities, Inc. effective July 1, 2019.
  • 2Mr. Wilson entered into a Retirement Agreement on June 27, 2019, with the Company.
  • 3Benefits for Mr. Wilson include a pro-rata annual cash and stock bonus of $548,493.
  • 4He will receive COBRA health insurance premium payments through January 31, 2020.
  • 5Vesting of 13,953 outstanding restricted shares was accelerated.
  • 6Prorated vesting of performance units from 2017-2019 and 2018-2020 awards is included.
  • 7Mr. Wilson will serve as a consultant for six months, assisting with market expansion (e.g., Denver) and other matters, for a fee of $25,000 per month.

Frequently Asked Questions

The financial implications involve the payment of pro-rata bonuses ($548,493), COBRA premium payments, accelerated vesting of restricted stock (13,953 shares), and prorated performance unit vesting. The company will also incur consulting fees of $25,000 per month for six months. These amounts represent compensation and benefits provided to a departing executive as per company policy and agreement.

Mr. Wilson is entitled to a pro-rata portion of his annual cash and stock bonus for the time served in 2019, payment for COBRA health insurance premiums until January 31, 2020, accelerated vesting of 13,953 restricted shares, and prorated vesting of performance units from his 2017-2019 and 2018-2020 awards.

Mr. Wilson agreed to a six-month consulting role to provide expertise and advice to the Company, specifically to assist with the expansion into the Denver, Colorado market. This arrangement allows the company to leverage his experience during this transition period while he is not a full-time employee.

Mr. Wilson will be paid $25,000 per month for his six-month consulting period, totaling $150,000, subject to withholding taxes. He will not be considered an employee during this time and will have no authority to bind the company.