Item 5.07. Submission of Matters to a Vote of Security Holders.
UDR, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 1, 2023. At the Annual Meeting, the Company’s shareholders voted on the election of ten nominated directors to serve for the ensuing year, a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers, 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, 2023, and a proposal to approve, on an advisory basis, the frequency of holding an advisory vote on named executive officer compensation.
As of April 3, 2023, the record date for the Annual Meeting, there were 329,173,125 shares of the Company’s common stock, 2,686,308 shares of its Series E preferred stock, and 12,090,558 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 ten 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 ten persons as directors of the Company, each to serve as such until the Company’s annual meeting of shareholders to be held in 2024, or until his or her respective successor is duly elected and qualified:
2. At the Annual Meeting, the shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, by the votes indicated below:
3. 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, 2023, by the votes indicated below:
4. At the Annual Meeting, the shareholders selected, on an advisory basis, every year as the preferred frequency with which shareholders are provided with an advisory vote on the compensation of the Company’s named executive officers, by the votes indicated below:
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
302,327,042 | 75,191 | 5,243,302 | 210,842 | 11,093,843 |
Based upon these results, the Board of Directors determined that the Company shall hold an annual advisory vote on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, provided that in the future the Board of Directors may determine a different frequency for such advisory votes is in the best interest of the shareholders of the Company.
