8-K - May 2018 - Proxy Votes and Bylaws

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 24, 2018

 


 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 24, 2018, at the Annual Meeting, the stockholders of UDR, Inc. (the “Company”) approved an amendment to the Articles of Restatement (the “Charter”) of the Company removing Section 8.1 of the Charter, which provided that the Board of Directors (the “Board”) of the Company had the exclusive power to adopt, amend or repeal the bylaws of the Company. As a result, the Company filed Articles of Amendment with the Secretary of State of the State of Maryland on May 24, 2018 (the “Articles of Amendment”). Further, effective May 24, 2018, the Company’s Amended and Restated Bylaws (as amended through May 24, 2018) (the “Bylaws”) were adopted. The amendments to the Bylaws provide that the bylaws may be amended by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock pursuant to a proposal submitted by any stockholder or group of up to 20 stockholders holding at least three percent of the outstanding shares of the Company’s common stock for at least three years, provided that such proposal may not alter or repeal Article VII of the Bylaws (dealing with indemnification of certain persons) or Section 8.5 of the Bylaws (dealing with procedures for amendment of the Bylaws).

 

The foregoing descriptions of the Articles of Amendment and the Bylaws are qualified in their entirety by reference to the copies of the Articles of Amendment and the Bylaws filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-K, which are incorporated by reference herein. The copy of the Bylaws filed as Exhibit 3.2 is marked to show changes from the bylaws of the Company previously in effect.

 

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

 

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 24, 2018. At the Annual Meeting, the Company’s stockholders voted on the election of ten 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, 2018, a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers, and a resolution to approve an amendment to the Company’s Charter to remove a provision that provided that the Board had the exclusive power to adopt, amend or repeal the Company’s Bylaws.

 

As of March 26, 2018, the record date for the Annual Meeting, there were 267,583,892 shares of the Company’s common stock, 2,780,994 shares of its Series E preferred stock, and 15,805,518 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 stockholders at the Annual Meeting.

 

1.  At the Annual Meeting, the Company’s stockholders 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 stockholders to be held in 2019, or until his or her respective successor is duly elected and qualified:

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Katherine A. Cattanach

 

201,969,611

 

 

47,713,120

 

 

269,583

 

 

12,163,096

 

Robert P. Freeman

 

183,656,382

 

 

66,017,300

 

 

278,632

 

 

12,163,096

 

Jon A. Grove

 

233,479,730

 

 

16,191,001

 

 

281,583

 

 

12,163,096

 

Mary Ann King

 

246,701,896

 

 

2,993,309

 

 

257,109

 

 

12,163,096

 

James D. Klingbeil

 

232,780,542

 

 

16,894,284

 

 

277,488

 

 

12,163,096

 

Clint D. McDonnough

 

246,365,837

 

 

3,319,813

 

 

266,664

 

 

12,163,096

 

Robert A. McNamara

 

244,361,231

 

 

5,313,522

 

 

277,561

 

 

12,163,096

 

Mark R. Patterson

 

244,453,638

 

 

5,222,121

 

 

276,555

 

 

12,163,096

 

Lynne B. Sagalyn

 

199,551,108

 

 

50,130,048

 

 

271,158

 

 

12,163,096

 

Thomas W. Toomey

 

237,816,912

 

 

11,858,042

 

 

277,360

 

 

12,163,096

 

 

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, 2018, by the votes indicated below:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

232,862,990

 

29,070,669

 

181,751

 

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 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, by the votes indicated below:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

209,574,979

 

40,018,923

 

358,412

 

12,163,096

 

4. At the Annual Meeting, the stockholders approved an amendment to the Company’s Charter to remove a provision that provided that the Board had the exclusive power to adopt, amend or repeal the Company’s Bylaws, by the votes indicated below:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

184,699,895

 

65,030,981

 

221,438

 

12,163,096

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

 Ex. No.

    

 Description

 3.1

 

 Articles of Amendment

 3.2

 

 Amended and Restated Bylaws (as amended through May 24, 2018)

 

 

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 29, 2018

 

By:

 

 /s/ Joseph D. Fisher

 

 

 

 

 Joseph D. Fisher

 

 

 

 

 Senior Vice President and Chief Financial Officer

 

 

 

 

 (Principal Financial Officer)