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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 19, 2022

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: (720283-6120

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

UDR

New York Stock Exchange

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

UDR, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 19, 2022.  At the Annual Meeting, the Company’s shareholders voted on the election of ten nominated directors to serve for the ensuing year, a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers and 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, 2022.

As of March 21, 2022, the record date for the Annual Meeting, there were 318,401,530 shares of the Company’s common stock, 2,695,363 shares of its Series E preferred stock, and 12,455,650 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 shareholders at the Annual Meeting.

1.  At the Annual Meeting, the Company’s shareholders 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 shareholders to be held in 2023, or until his or her respective successor is duly elected and qualified:

Name

Votes For

Votes Against

Abstentions

Broker Non-Votes

Katherine A. Cattanach

270,694,812

16,079,300

152,408

11,394,215

Jon A. Grove

266,878,533

19,873,606

174,381

11,394,215

Mary Ann King

283,919,132

2,856,856

150,532

11,394,215

James D. Klingbeil

254,085,770

32,489,837

350,913

11,394,215

Clint D. McDonnough

281,689,158

5,071,896

165,466

11,394,215

Robert A. McNamara

276,823,834

9,945,744

156,942

11,394,215

Diane M. Morefield

283,800,782

2,955,806

169,932

11,394,215

Kevin C. Nickelberry

284,563,758

2,182,740

180,022

11,394,215

Mark R. Patterson

256,887,234

29,861,257

178,029

11,394,215

Thomas W. Toomey

264,486,469

20,007,021

2,433,030

11,394,215

2. At the Annual Meeting, the shareholders 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

233,623,684

52,949,117

353,719

11,394,215

3. At the Annual Meeting, the shareholders 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, 2022, by the votes indicated below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

284,680,447

13,468,609

171,679

N/A

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 24, 2022

By:

 /s/ David G. Thatcher

 David G. Thatcher

 Senior Vice President and General Counsel