8-K - 05.21.2015


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 21, 2015
 
 
 
 
 
 
UDR, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Maryland
1-10524
54-0857512
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado
 
80129
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (720) 283-6120
Not Applicable
Former name or former address, 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))






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

The Company held the Annual Meeting on May 21, 2015. At the Annual Meeting, the Company’s stockholders voted on the election of eight 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, 2015, and a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers.

As of March 23, 2015, the record date for the Annual Meeting, there were 258,981,548 shares of common stock, 2,803,812 shares of our Series E preferred stock and 2,464,183 shares of 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 eight 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 stockholders at the Annual Meeting.

1.  At the Annual Meeting, the Company’s stockholders elected, by the vote indicated below, the following eight persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2016, or until his or her respective successor is duly elected and qualified:
 
 
 
 
 
 
 
 
 
Broker
 
Name
 
Votes For
 
Votes Withheld
 
Abstentions
 
Non-Votes
 
 
 
 
 
 
 
 
 
 
 
Katherine A. Cattanach
 
227,646,884
 
4,580,125
 
-0-
 
12,493,129
 
Robert P. Freeman
 
227,230,999
 
4,996,010
 
-0-
 
12,493,129
 
Jon A. Grove
 
226,893,682
 
5,333,327
 
-0-
 
12,493,129
 
James D. Klingbeil
 
229,186,322
 
3,040,687
 
-0-
 
12,493,129
 
Robert A. McNamara
 
228,362,911
 
3,864,098
 
-0-
 
12,493,129
 
Mark R. Patterson
 
228,365,280
 
3,861,729
 
-0-
 
12,493,129
 
Lynne B. Sagalyn
 
227,133,367
 
5,093,642
 
-0-
 
12,493,129
 
Thomas W. Toomey
 
230,861,712
 
1,365,297
 
-0-
 
12,493,129

2. At the Annual Meeting, the stockholders 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, 2015, by the vote indicated below:
 
Votes For
 
Votes Against
 
Abstentions
 
Brokers Non-Votes
 
 
 
 
 
 
 
 
 
233,060,425
 
11,440,684
 
219,029
 
n/a

3. At the Annual Meeting, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, by the vote indicated below:
 
Votes For
 
Votes Against
 
Abstentions
 
Brokers Non-Votes
 
 
 
 
 
 
 
 
 
206,847,228
 
24,836,403
 
543,378
 
12,493,129








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.
 
 
 
 
 
 
 
 
UDR, Inc.
 
 
 
 
May 26, 2015
 
By:
 
/s/ Warren L. Troupe
 
 
 
 
Name: Warren L. Troupe
 
 
 
 
Title: Senior Executive Vice President