UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2021, Kevin C. Nickelberry was appointed to the Board of Directors (the “Board”) of UDR, Inc. (the “Company”), effective September 10, 2021. There are no arrangements or understandings between Mr. Nickelberry and any other persons regarding his appointment to the Board. Pursuant to the Company’s Amended and Restated Bylaws, the number of directors on the Board was increased from nine to ten by resolutions adopted by the Board prior to Mr. Nickelberry’s appointment. In addition, the Board appointed Mr. Nickelberry to serve on the Audit and Risk Management Committee of the Board and the Governance Committee of the Board.
Mr. Nickelberry is an independent director as defined under the listing standards of the New York Stock Exchange. There are no related person transactions, within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Mr. Nickelberry and the Company or any of its subsidiaries.
In connection with his appointment, Mr. Nickelberry will be eligible for compensation under the Company’s independent director compensation program. Under the program, each independent director (other than the Lead Independent Director) receives an annual retainer fee of $80,000 as well as an annual grant of $160,000 in value of shares of restricted stock, Class 1 LTIP Units or Class 1 Performance LTIP Units. Each independent director has the option to receive the cash portion of his or her compensation in cash, in restricted stock, in Class 1 LTIP Units, in Class 1 Performance LTIP Units or in a combination thereof. Given the timing of his appointment to the Board, Mr. Nickelberry will receive a pro rated portion of the compensation provided for under the independent director program. The Company will enter into an indemnification agreement with Mr. Nickelberry in the form of the Company’s standard form of indemnification agreement. Such form of indemnification agreement was described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2016, and is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Company’s press release announcing the appointment of Mr. Nickelberry is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Ex. No. |
| Description |
10.1 | Indemnification Agreement between the Company and Mr. Nickelberry dated September 10, 2021. | |
99.1 | ||
104 | Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document |
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. | ||||
September 13, 2021 | By: | /s/ Joseph D. Fisher | ||
Joseph D. Fisher | ||||
Senior Vice President and Chief Financial Officer | ||||
(Principal Financial Officer) | ||||