AVALONBAY COMMUNITIES,INC. (NYSE:AVB) Files An 8-K Submission of Matters to a Vote of Security Holders

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AVALONBAY COMMUNITIES,INC. (NYSE:AVB) Files An 8-K Submission of Matters to a Vote of Security Holders

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

The Company held its Annual Meeting of Stockholders on May18,
2017. Proxies were solicited to Section14(a)of the Securities
Exchange Act of 1934. At the meeting, holders of the Companys
stock were asked (1)to elect ten directors to serve until the
2018 Annual Meeting of Stockholders and until their successors
are elected and qualified; (2)to ratify the appointment of Ernst
Young LLP as the Companys independent auditors for the fiscal
year ending December31, 2017; (3)to approve the Companys Second
Amended and Restated 2009 Equity Incentive Plan (the Amended
Equity Plan); (4)to cast a non-binding, advisory vote upon the
compensation of executive officers of the Company, as described
in the Companys Proxy Statement; and (5)to cast a non-binding,
advisory vote on the frequency of the stockholders advisory vote
on the compensation of executive officers of the Company.

Each share of common stock was entitled to one vote with respect
to matters submitted to a vote of the Companys stockholders, and
the voting results reported below are final.

Proposal 1

The nominees for director received the number of votes reported
below:

Nominee:

VotesFor

VotesAgainst

Abstentions

BrokerNon-votes

Glyn F. Aeppel

88,096,415

31,565,131

57,594

3,435,116

Terry S. Brown

118,040,688

1,622,725

15,727

3,435,116

Alan B. Buckelew

118,006,096

1,697,196

15,848

3,435,116

Ronald L. Havner,Jr.

51,008,998

68,692,275

17,867

3,435,116

Richard J. Lieb

113,657,967

6,045,191

15,982

3,435,116

Timothy J. Naughton

108,662,182

6,037,547

5,019,411

3,435,116

Peter S. Rummell

88,076,853

31,584,730

57,557

3,435,116

H. Jay Sarles

87,256,491

32,405,089

57,560

3,435,116

Susan Swanezy

118,675,442

1,026,774

16,924

3,435,116

W. Edward Walter

88,168,348

31,493,653

57,139

3,435,116

Accordingly, Ms.Aeppel, Mr.Brown, Mr.Buckelew, Mr.Lieb,
Mr.Naughton, Mr.Rummell, Mr.Sarles, and Ms.Swanezy and Mr.Walter
were elected to serve until the 2018 Annual Meeting of
Stockholders.

Mr.Havner did not receive a majority of the votes cast for his
re-election. Mr.Havner remains on the Board because he was
running unopposed, but in accordance with the Companys bylaws
Mr.Havner has offered to resign from the Board of Directors. The
Company believes that Mr.Havners failure to receive the support
of a majority of votes cast for his reelection was due to his
service on the boards of directors of three other publicly traded
companies, which resulted in an against recommendation by ISS and
concern among shareholders holding a significant number of
shares. In accordance with the Companys bylaws, the Companys
Board and its Nominating and Corporate Governance Committee will
consider Mr.Havners offer to resign, and the Board of Directors
decision as to whether to accept his offer to resign and the
basis for the Boards decision will be disclosed no later than
August16, 2017.

Proposal 2

Stockholders ratified the selection of Ernst Young LLP as the
Companys independent auditors for fiscal year 2017. 121,195,834
votes were cast in favor of ratifying the selection of Ernst
Young LLP, 1,936,557 votes were cast against, and there were
21,865 abstentions. There were no broker non-votes with respect
to Proposal 2.

Proposal 3

Stockholders approved the Amended Equity Plan, as presented in
the Proxy Statement. 114,377,997 votes were cast in favor of
approval of the Amended Equity Plan, 5,287,962 votes were cast
against, and there were 53,181 abstentions. There were 3,435,116
broker non-votes with respect to Proposal 3.

Proposal 4

Stockholders approved the compensation paid to the Companys
named executive officers as disclosed in the Proxy Statement to
Item 402 of Regulation S-K. 111,311,257 votes were cast in
favor of approval of such compensation, 8,300,571 votes were
cast against, and there were 107,312 abstentions. There were
3,435,116 broker non-votes with respect to Proposal 4.

Proposal 5

Stockholders also cast a non-binding, advisory vote
recommending an annual advisory vote on the compensation paid
to the Companys named executive officers. 103,504,193 votes
were cast in favor of an annual vote, as recommended by the
Board of Directors, 74,557 votes were cast in favor of a vote
every two years, 16,092,845 votes were cast in favor a vote
every three years, and there were 47,545 abstentions. There
were 3,435,116 broker non-votes with respect to Proposal 5.

The Companys Board of Directors has determined that the Company
will include a stockholder vote on the compensation of
executives in its proxy materials each year until the next
required vote on the frequency of stockholder votes on the
compensation of the Companys executives.


About AVALONBAY COMMUNITIES, INC. (NYSE:AVB)

AvalonBay Communities, Inc. is a real estate investment trust (REIT). The Company is focused 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. Its segments include Established Communities, Other Stabilized Communities and Development/Redevelopment Communities. As of January 31, 2017, it owned or held a direct or indirect ownership interest in 259 operating apartment communities containing 75,038 apartment homes in 10 states and the District of Columbia; 27 communities under development, and rights to develop an additional 25 communities. It operates its apartment communities under three core brands: Avalon, AVA and Eaves by Avalon. Its real estate investments consist of operating apartment communities, communities in various stages of development (Development Communities) and Development Rights.

AVALONBAY COMMUNITIES, INC. (NYSE:AVB) Recent Trading Information

AVALONBAY COMMUNITIES, INC. (NYSE:AVB) closed its last trading session down -0.61 at 191.25 with 705,866 shares trading hands.

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