UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) May 19, 2010

 

AVALONBAY COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code (703) 329-6300

 

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:

 

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

 

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

 

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

 

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

 

 

 

 

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, 2010.  Proxies were solicited pursuant to the Company’s proxy statement filed on March 31, 2010 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the Company’s solicitation.  At the meeting, holders of the Company’s common stock were asked (1) to elect eight directors to serve until the 2011 Annual Meeting of Stockholders and until their successors are elected and qualified and (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ended December 31, 2010.  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.  There were no votes abstained with respect to any director nominee.  There were 2,482,441 broker non-votes with respect to Proposal 1.

 

Nominee:		Votes “For”		Votes Withheld
Bryce Blair		65,562,136		3,209,386
Bruce A. Choate		66,067,773		2,703,749
John J. Healy, Jr.		66,067,348		2,704,174
Timothy J. Naughton		68,309,796		461,726
Lance R. Primis		68,262,951		508,571
Peter S. Rummell		68,614,858		156,664
H. Jay Sarles		68,614,393		157,129
W. Edward Walter		68,616,815		154,707

 

PROPOSAL 2

 

Stockholders also ratified the selection of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2010.  69,577,477 votes were cast in favor of ratifying the selection of Ernst & Young LLP, 1,579,409 votes were cast against, and 97,076 votes abstained.  There were no broker non-votes and no votes witheld with respect to Proposal 2.

 

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SIGNATURES

 

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

 

 

	AVALONBAY COMMUNITIES, INC.
May 24, 2010
	By:	/s/ Thomas J. Sargeant
	Name:	Thomas J. Sargeant
	Title:	Chief Financial Officer

 

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