AVALONBAY COMMUNITIES,INC. (NYSE:AVB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

7 years ago

AVALONBAY COMMUNITIES,INC. (NYSE:AVB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July24, 2017, the Board of Directors (the “Board”) of AvalonBay Communities,Inc. (the “Company”) voted to appoint Stephen P. Hills to the Board, effective September12, 2017.

In January2016, Mr.Hills joined the Georgetown University Law Center, where he is the Founding Director of the law school’s Business Law Scholars Program. Prior to joining Georgetown Law, Mr.Hills worked for 28 years with The Washington Post, where he had served from 2002 to the end of 2015 as President and General Manager. Mr.Hills holds degrees from Yale University and Harvard Business School.

The Company’s Board has determined that Mr.Hills will be considered an independent director. He has not been assigned to any Board committees at this time. A press release announcing his appointment is attached as Exhibit99.1.

Mr.Hills will receive a grant of restricted stock (or, if timely elected, restricted stock units) on October11, 2017 (his 30thday of service on the Board) consisting of a number of shares with a value equal to $91,726 based on the closing price of the Company’s common stock on the New York Stock Exchange on that date, to be awarded under a restricted stock or restricted stock unit agreement in substantially the same form used for current non-employee directors of the Company. This amount represents a pro rata portion of the annual retainer paid to other non-employee directors following the 2017 Annual Meeting of Stockholders. Such shares or units will vest in three equal installments on December1, 2017, March1, 2018, and May17, 2018 (or, if earlier, the day prior to the 2018 Annual Meeting). Mr.Hills will also receive a payment of $17,582 in cash (or, if timely elected, restricted stock units valued as described above) on December1, 2017, representing a pro rata portion of the quarterly payment made to other non-employee directors. Thereafter, Mr.Hills will receive the same compensation as other non-employee directors, including quarterly payments of $20,000 in cash or, if timely elected, restricted stock units on the same schedule as other directors.

In connection with Mr.Hills’ appointment to the Board, the Company anticipates that it will enter into an Indemnification Agreement with Mr.Hills in substantially the same form previously filed with respect to other directors as an exhibit to the Company’s Annual Report on Form10-K for the year ended December31, 2016.

In connection with this appointment, the Board of Directors also changed the size of the Board from ten to eleven directors.

ITEM 9.01 Financial Statements and Exhibits

ExhibitNo.	Description
99.1	Press Release of AvalonBay Communities,Inc. dated July25, 2017. (Filed herewith)

AVALONBAY COMMUNITIES INC ExhibitEX-99.1 2 a17-15520_2ex99d1.htm EX-99.1 Exhibit 99.1 AVALONBAY COMMUNITIES,…To view the full exhibit click here
About AVALONBAY COMMUNITIES,INC. (NYSE:AVB)
AvalonBay Communities, Inc. is a real estate investment trust. The Company focuses on the development, redevelopment, acquisition, ownership and operation of multifamily communities primarily in New England, the New York/New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and Southern California. It operates through segments, which include Established Communities, Other Stabilized Communities and Development/Redevelopment Communities. It owns or holds an interest in approximately 260 operating apartment communities containing over 75,380 apartment homes in approximately 10 states and the District of Columbia, of which over 10 communities containing approximately 3,430 apartment homes are under reconstruction. It operates its apartment communities under three core brands: Avalon, AVA and Eaves by Avalon. The real estate investments consist of operating apartment communities, communities in various stages of development and Development Rights.