Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
The Board of Directors of UDR, Inc. (the “Company”) previously approved, subject to shareholder approval, the amendment and restatement of the UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated, the “Amended Plan”). At the Annual Meeting of Shareholders held on May 27, 2021 (the “Annual Meeting”), the shareholders approved the Amended Plan, which:
| ● | increased the number of shares reserved for issuance by 16,000,000 shares from 19,000,000 shares to 35,000,000; |
| ● | with respect to awards granted on or after November 12, 2020, provides for double-trigger vesting in connection with a change of control, rather than single-trigger vesting, and adds a one-year minimum vesting period requirement, subject to certain exceptions; and |
| ● | in light of the elimination of the performance-based exception under Section 162(m) of the Internal Revenue Code of 1986, as amended, eliminated provisions relating to performance-based awards that limit the types of performance goals that can be used for performance-based vesting conditions and that limit the time period within which the goals must be established. |
The foregoing description is qualified in its entirety by the text of the Amended Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on May 27, 2021. At the Annual Meeting, the Company’s shareholders voted on the election of nine nominated directors to serve for the ensuing year, a proposal to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2021, a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers and a proposal to approve the Amended Plan.
As of March 29, 2021, the record date for the Annual Meeting, there were 296,815,110 shares of the Company’s common stock, 2,695,363 shares of its Series E preferred stock, and 14,381,121 shares of its Series F preferred stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting. At the Annual Meeting, all of the nine directors were elected and all of the matters submitted for approval were approved. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting.
1. At the Annual Meeting, the Company’s shareholders elected, by the vote indicated below, the following nine persons as directors of the Company, each to serve as such until the Company’s annual meeting of shareholders to be held in 2022, or until his or her respective successor is duly elected and qualified:
2. At the Annual Meeting, the shareholders approved the proposal to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2021, by the votes indicated below:
