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Washington, D.C. 20549









Date of Report (Date of earliest event reported):  May 19, 2022



(Exact name of registrant as specified in its charter)


Commission file number 1-12672


(State or other jurisdiction of
incorporation or organization)


(I.R.S. Employer
Identification No.)


4040 Wilson Blvd. Suite 1000

Arlington, Virginia 22203

(Address of principal executive offices)(Zip code)


(703) 329-6300

(Registrant’s telephone number, including area code)


(Former name, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.01 per share   AVB   New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 5.07 Submission of Matters to a Vote of Security Holders.


AvalonBay Communities, Inc. (the "Company") held its Annual Meeting of Stockholders on May 19, 2022. At the meeting, holders of the Company’s common stock were asked (1) to elect twelve directors to serve until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified, (2) to cast a non-binding, advisory vote on the compensation of named executive officers of the Company, as described in the Company’s proxy statement, and (3) to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022.


Each share of common stock was entitled to one vote with respect to matters submitted to a vote of the Company’s stockholders, and the voting results reported below are final.


Proposal 1


Each of the Company’s nominees for director as listed in the proxy statement was re-elected as shown in the table below.


Nominee:   Votes "For"     Votes "Against"     Abstentions     Broker Non-votes  
Glyn F. Aeppel   119,202,613     2,134,986     261,799     5,414,742  
Terry S. Brown   118,448,373     2,888,448     262,577     5,414,742  
Alan B. Buckelew   120,034,838     1,301,881     262,679     5,414,742  
Ronald L. Havner, Jr.   109,882,867     11,454,185     262,346     5,414,742  
Stephen P. Hills   120,372,648     964,190     262,560     5,414,742  
Christopher B. Howard   121,076,416     260,472     262,510     5,414,742  
Richard J. Lieb   117,510,203     3,826,721     262,474     5,414,742  
Nnenna Lynch   121,063,977     273,959     261,462     5,414,742  
Timothy J. Naughton   116,668,464     4,693,062     237,872     5,414,742  
Benjamin W. Schall   121,115,525     245,924     237,949     5,414,742  
Susan Swanezy   115,891,644     5,443,652     264,102     5,414,742  
W. Edward Walter   114,917,352     6,419,776     262,270     5,414,742  


Proposal 2


Stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K. 114,949,782 votes were cast in favor of approval of such compensation, 6,367,584 votes were cast against, and there were 282,032 abstentions. There were 5,414,742 broker non-votes with respect to Proposal 2.


Proposal 3


Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2022. 122,746,120 votes were cast in favor of ratifying the appointment of Ernst & Young LLP, 4,219,751 votes were cast against, and there were 48,269 abstentions. There were no broker non-votes with respect to Proposal 3.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.


Dated: May 20, 2022 By: /s/ Kevin P. O’Shea


Kevin P. O’Shea

      Chief Financial Officer




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