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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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UDR, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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To My Fellow Shareholders:

I welcome you to join me and the entire Board of Directors at our 2023 Annual Meeting of Shareholders, which will be held at 10:00am local time in Denver, CO, June 1, 2023, at the Four Seasons Hotel.

2022 was an exceptional year for UDR, Inc. (“UDR” or the “Company”) as we achieved a significant number of milestones. Among our many accomplishments were:

Specifically, in 2022 we

We start 2023 from a position of strength: steady demand from an undersupply of housing in the U.S., cycle-best relative affordability versus alternative housing options, and embedded same-store revenue growth that is three times higher than our historical average. While the macro backdrop is fluid, UDR has excelled across a variety of environments over our 50-plus-year history. We have found that our success can be directly linked to four core attributes:

When combining these principles with a diversified portfolio of apartment communities and a variety of accretive capital allocation options, UDR has established itself as a full-cycle investment that delivers above-average growth and total shareholder return (“TSR”). We have laid the foundation for continued growth with strong building blocks for 2023 and beyond and will continue to focus on what we can control. We have a strong culture, talented team with a robust track record of performance, and we continue to invest in our associates and additional technologies to improve our efficiency, expand our NOI margin, and create value for all of UDR’s stakeholders. I am confident our leading operations platform, track record of prudent capital allocation, and an investment-grade rated balance sheet with the best liquidity outlook across our apartment peer group will continue to drive relative outperformance for years to come.

Along with the rest of our Board of Directors and my fellow UDR associates, I thank you for your continued support of UDR and I look forward to hosting you at the 2023 Annual Meeting of Shareholders.

Sincerely,

Thomas W. Toomey
Chairman and Chief Executive Officer

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This summary highlights selected information about UDR and the items to be voted on at the annual meeting. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

Company Overview

About UDR, Inc.

UDR is a $22 billion enterprise value multifamily REIT that owns, operates, develops and redevelops a diversified portfolio of apartment homes across top-tier U.S. markets. Founded in 1972, UDR is an S&P 500 company that consistently generates strong total shareholder return through innovation, best-in-class operations and disciplined capital allocation across a wide range of opportunities. UDR’s strategy is founded on diversification across markets, price points, and product types which coupled with our best-in-class operations delivers a full-cycle investment that generates both growth and stability. As of December 31, 2022 we owned 165 communities including 58,390 homes and had 1,317 full-time and 9 part-time associates who worked to generate in excess of $1.5 billion of revenue in 2022.

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As of December 31, 2022, except associate counts, which are as of February 8, 2023

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UDR’s Business Strategy

Why UDR?

Strategy

Our primary goal is to consistently generate above-peer average total shareholder return (“TSR”) while considering our stakeholders and the environments in which we operate. The following attributes aid us in executing this goal through growth in Adjusted Funds from Operations (“AFFO”), Net Asset Value (“NAV”), and the Dividend per share combined with being a strong Corporate Citizen.

These efforts contribute to creating above average TSR:

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Total
Shareholder
Return

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What Is New in this Proxy Statement

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2022 Performance Highlights

In 2022, UDR achieved a variety of successes, which include:

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Innovation Accomplishments

UDR’s history of innovation has delivered better SS NOI growth and controllable operating margin versus peers.

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Source: Company and peer documents.

Human Capital Management

Board Oversight

The board believes that it is critical to our success that we continue to attract, develop and retain high quality associates in all functions of our business. Through its oversight function, the board sets the “tone at the top,” and the board holds senior management accountable for creating a culture that embodies our values and that allows us to attract and retain the high quality associates that we need. In 2018, in connection with our belief as to the importance of our associates to our success, a “Health of the Workforce” performance metric was added to our short term incentive compensation program, which metric has been retained for subsequent years. For 2022, our “Health of the Workforce” metric was revised to incorporate a DEI component, including compensation tied to performance with respect to an initiative to incorporate the concept of the “Rooney Rule” to open positions across the entire company. A new ESG metric was added to our 2021 short term incentive compensation program and retained for 2022 and 2023, although for 2023 such metric was revised to be determined based on the percentile of our overall GRESB score as opposed to an absolute score. In addition, DEI and ESG goals are important inputs to individual subjective goals for our named executive officers. For 2022 and 2023 we have expanded our Health of the Workforce and ESG metrics so that they impact associate compensation for many associates beginning at the vice president level.

Helping Our Associates Thrive

UDR’s culture is achievement based, goal oriented, forward thinking, and driven by innovation and technology. We continue to put our associates first by listening to their needs and providing them with meaningful and beneficial solutions. By focusing on the associate experience, we improve engagement and increase customer satisfaction which ultimately leads to a better company. Each year we report our human capital efforts, including our evaluations and analysis, to the board.

In 2022, we focused our human resources efforts on four main areas: Driving HR Excellence and Innovation, Deploying Recruiting and Retention Strategies, Investing in our Associates’ Development, and Enhancing the Associate Experience. As part of this we increased our use of data and analytics to make better strategic decisions for the workforce and we focused on improving communication with our associates. With respect to communication, we centralized information, implemented an HR Monthly Newsletter, conducted more frequent and targeted surveys of our associates, and continued to “bridge the gap” by providing opportunities for both operations and corporate associates to engage with one another.

Attracting, developing, and retaining high-quality, and diverse associates across our business is critical to our long-term success. A crucial factor in ensuring this occurs is maintaining compensation practices that are attractive and fair. To this end in 2022, we implemented a new compensation market data tool that allows us to obtain real-time market data and used the data to update our salary ranges accordingly. In addition, we conducted a mid-year compensation analysis to measure whether pay was equitable and adjusted compensation to reflect our findings. Further, we annually evaluate pay equity across gender, age, and ethnicity for each job title and we design our compensation programs to include bonus potential in order to incentivize performance.

In June of 2022, we conducted a company-wide benefit survey to elicit feedback from associates on our benefit offerings and job satisfaction. Overall, the results were positive with 88% of our associates expecting to work for UDR for 3+ years and 79% of our associates looking forward to coming to work each day. Based on feedback from the survey, we rolled out several new programs and initiatives including a Lifestyle Spending Account which provides associates with an additional benefit of funds to spend on health, wellness, and lifestyle expenses. We also implemented a new Associate Resource Program which includes additional mental, emotional, and financial health resources, a Roth 401(k) retirement plan, in addition to our traditional 401(k) retirement plan, and provided an opportunity for our associates to “sell-back” a portion of their accrued and unused vacation time.

We continue to deploy various recruiting methods to attract qualified candidates. In 2022, we increased our associate referral bonus to encourage associates to refer qualified friends and family. We utilize third-party DEI focused job platforms, trade schools, and social media in our recruiting to increase candidate flow. In 2022, 55% of our newly hired associates were from ethnic groups other than white and 40% were female.

We have managed to keep turnover low, despite the last few challenging years with respect to labor markets. Our efforts to respond to feedback received from our workforce and implement programs to address their needs are evident in our turnover rate of 26% vs the industry standard of 38%, based on NAREIT and CEL data, and our goal of 33%.

We are committed to creating and maintaining a diverse and inclusive workplace environment that supports the development and advancement of all associates. Along with expanding the coverage of the Rooney Rule concept to the entire company, we began tracking DEI data in 2022 to gain a better understanding of our current workforce makeup, benchmark our data against our peer group, and set internal goals to increase diversity at all levels of the organization. We have advanced our partnerships with third-party DEI organizations in the community to find the best diverse candidates for open positions and continue to build an inclusive work environment. We provide resources and information to our associates on DEI-related topics including webinars, trainings, workshops, and tools. We plan on continuing our efforts to promote a healthy and diverse work environment and attract candidates from all backgrounds, ethnicity, and genders.

Set forth below are graphs that show the average salary by gender and ethnicity versus the average salary company wide, in each case by job title:

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Other includes: American Indian, Alaska Native, Native Hawaiian, Pacific Islander, Not Specified or two or more races.

While we believe the metrics with respect to our workplace and workforce set forth above are more indicative of our business, the data from our EEO-1 report for 2021, the most recent filed in May 2022, is below.

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We believe that training is important to our associates’ job satisfaction, is essential to furthering their effectiveness, assists in associate career advancement and retention, and helps create a more engaged and efficient workforce. Each new associate undergoes a two-day onboarding process that includes information and training regarding our culture, values and mission along with administrative matters. We also offer a wide variety of training opportunities, tailored to the needs of each individual associate. In 2022, we implemented a new Learning Management System which provides associates with an interactive, personalized, and varied learner experience and is accessible to all associates. In addition, we provide associates with required training designed to address regulatory and statutory matters and matters we believe all associates should receive training on (e.g., sexual harassment, workplace harassment, cybersecurity, fair housing, business ethics and diversity, equity and inclusion), which are generally repeated annually. Training completion rates for all six required trainings was 99% for 2022. In order to continue assisting our associates in growing and developing into future leaders of the organization, we provide several leadership development programs including BetterManager, ULEAD, and Situational Leadership, as well as personalized training curriculums. All training programs are designed to enable our associates to acquire skills that will be useful to them as they progress in their career. In total, there are over 6,681 courses available to our associates. Examples of program topics include: leasing skills, basic property maintenance, customer service, project management, and system applications. In aggregate, 16,267 hours of training were completed by our associates in 2022, equal to an average of 13 hours per associate.

Certifications are important in the apartment business, and we encourage our associates to become professionally certified in areas that interest them and that are beneficial to the Company. Certifications range from master’s degree programs, certified property manager programs to technical licenses for HVAC systems, all of which equip our associates with knowledge and the potential for career-expansion opportunities. We offer partial tuition reimbursement related to attaining these certifications

Each UDR associate is required to engage in an annual performance review with their direct supervisor. Among other things, the performance reviews provide feedback on career development for each associate, and provide insight on the associate’s level of engagement.

In 2021, we conducted our bi-annual engagement survey to elicit feedback from our associates and build out action plans to address areas of opportunity. Results showed that 89% of associates are proud to work at the Company, 87% of associates feel that people from diverse backgrounds can succeed at the Company, and 87% of associate feel that the Company is innovative. These results exceed the “High Performing Norm” (top 30 companies) and the “Industry Norm” (real estate companies) for companies included in the database maintained by the consultant we use to conduct the survey. Moving forward, our goal is to receive more regular feedback by implementing quarterly pulse surveys. This will enable us to gain real-time insight into our associates’ engagement, enablement, views on the UDR culture, and work-life balance along with 20+ additional key performance indicators.

We believe that our associates should also be involved in their communities and that we should help drive those efforts. In connection therewith, UDR provides each associate with 8 hours of paid volunteer time per year. While the COVID-19 pandemic negatively affected our associates ability to work for volunteer agencies in 2020 and 2021, we were able to resume such activities in 2022 with corporate associates being given the opportunity to volunteer their time at more than fifteen separate organizations in the Denver area and we work with organizations in all of our markets to provide associates with planned opportunities to use paid time off for charitable pursuits. In 2022 UDR provided 1,072 hours of paid time off for our associates to use for volunteer work. In addition to volunteer hours, we provided education, awareness, and other various opportunities to give back to the community through our HR Monthly Newsletter, organized food, clothing, and blood drives, as well as organized efforts to promote non-profit organizations and causes, for example wearing red to show support for heart health month.

Sustainability

Commitment to Corporate Responsibility Reporting

In 2022, we published our fourth ESG Report covering calendar year 2021, which is available on our investor relations website under “ESG/2022 ESG Report.” In addition to alignment with GRI (core), SASB, and TCFD standards, we added new disclosures to our 2022 report including but not limited to alignment with an additional United Nations Sustainability Development Goal, bringing our total to 10 goals that we believe are most relevant to our industry, invested $20 million in strategic ESG and Climate Technology Funds to advance our sustainability progress, made various changes related to our associates as described above, included metrics measuring our ESG impacts in senior management’s short-term incentive compensation, committed to be an inaugural donor to the NAREIT Foundation’s Dividends Through Diversity, Equity, and Inclusion campaign, and updated previous ESG goals to add more rigor to goals that had been achieved ahead of schedule and to better reflect ESG concerns material to our business and our stakeholders.

We are actively researching science-based intensity scope 1, 2, and 3 emissions reduction targets that align with the World Resource Institute’s (“WRI”) Greenhouse Gas Protocol (“GHG”) and the Paris Accord’s “well below 2 degrees centigrade” standard. As we continue to work through these environmental efforts, our goal is to present an updated longer-term sustainability strategy founded on science-based reductions, local and state regulatory benchmarks, and asset-level climate risk analyses to our board in 2023. In addition, we are examining a variety of other strategies and initiatives across the ESG spectrum in 2023 that we believe will further enhance our ESG footprint and maintain our sustainability leadership role in the REIT space.

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Awards and Leadership

UDR’s ongoing commitment to enhancing its comprehensive ESG program resulted in the Company earning a variety of honors from widely recognized institutions as a leader in ESG and sustainability in 2022.

Protecting the Environment and Our Stakeholders

We understand the impact our business can have on the environment and our stakeholders and when appropriate we undertake initiatives designed to improve our operational quality, improve quality of life for and retention of our associates and residents, and reduce environmental footprint. Examples of efforts completed over the past couple of years include having third parties assess climate-change risks for each of our assets (the results of which are reported to the board and will be used to inform future decision making), conducting environmental assessments of each UDR asset that we acquire, investing in ESG and Climate Technology Funds that are on the cutting edge of sustainability technology, including “green lease” addendums in all our leases to better educate our residents on their environmental impact, improving our employee benefits packages based on extensive internal feedback, and enhancing our resident experience through self-service and leading technologies,. We actively look for opportunities to reduce the consumption of energy at our properties and model the avoided emissions potential as well as the projected financial return of each energy conservation project we consider. Over the past eight years we have completed 216 energy conservation projects and have invested nearly $12.8 million in such projects. These projects have resulted in estimated avoided emissions of more than 34,600 metric tons of carbon dioxide equivalent (CO2e) since 2015 and have also provided a strong financial return. As we continue to work through science-based emissions reduction targets in 2023, we intend to formulate a more structured sustainability investment approach that further decreases GHG emissions at our assets, satisfies benchmarking regulatory requirements in our markets, and incrementally hardens our assets against known climate change risks.

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Our Existing Board

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Board Snapshot

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Skills and Attributes

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Shareholder Engagement

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Governance Highlights

UDR has a history of strong corporate governance guided by three primary principles – dialogue, transparency and responsiveness. The board has adjusted our governance approach over time to align with evolving best practices, drive sustained shareholder value and best serve the interests of shareholders.

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Components of 2022 Compensation

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Our Compensation Best Practices

Our compensation policies and programs are built upon a strong foundation of corporate governance and compensation best practices, including:

What We Do What We Don’t Do‌Ñ

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Say-on-Pay/Shareholder Engagement

While we have consistently had strong shareholder support for our executive compensation program, we continue to engage in dialogue with shareholders on executive compensation issues. We will consider the outcome of future advisory votes and the input we receive from shareholder engagement when establishing the Company’s compensation programs and policies and making compensation decisions regarding our named executive officers.

Our shareholders have consistently supported our executive compensation program and over the last five years, shareholder support for our advisory vote on executive compensation has averaged 84.68% (with no year below 81.52%).

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Compensation Changes Made in Response to Stakeholder Feedback

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Ernst & Young LLP, independent registered public accounting firm, served as our auditors for fiscal 2022. Our Audit Committee has selected Ernst & Young LLP to audit our financial statements for fiscal 2023. Although it is not required to do so, the board is submitting the Audit Committee’s selection of our independent registered public accounting firm for ratification by the shareholders at the annual meeting in order to ascertain the view of our shareholders regarding such selection. Below is summary information about Ernst & Young’s fees for services during fiscal years 2022 and 2021:

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Section 14A of the Securities Exchange Act of 1934 (“Exchange Act”) requires that we must provide our stockholders with an opportunity to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. In this Proposal No. 4, our board is asking stockholders to cast a non-binding, advisory vote indicating whether they would prefer an advisory vote on executive compensation, such as that set forth in Proposal No. 2, once every one, two, or three years. We last conducted a non-binding advisory vote on the frequency of an advisory vote on executive compensation at the 2017 Annual Meeting of Stockholders. Since 2017 we have conducted our advisory vote on named executive officer compensation on an annual basis.

Vote Required and Board of Directors’ Recommendation

Our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company, and therefore our board recommends that you vote for a one-year interval for the advisory vote on executive compensation. As in the past six years, the board believes that an annual advisory vote on executive compensation facilitates input from our stockholders on our compensation philosophy, policies and practices that are disclosed in the proxy statement. We recognize that our stockholders may have differing views on the appropriate frequency for an advisory vote on executive compensation.

The proxy card provides stockholders with the opportunity to choose among four options (holding the advisory vote on executive compensation every one, two or three years, or abstain from voting) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of the board.

The option of one year, two years, or three years that receives the highest number of votes cast by stockholders will be considered the frequency for the advisory vote on executive compensation that is preferred by our stockholders. However, because this vote is advisory and not binding on the board or the Company in any way, the board may decide that it is in the best interests of our stockholders and the company to hold an advisory vote on executive compensation more or less frequently than the option preferred by our stockholders.

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The ten individuals listed below, each of whom is currently a member of the board, have been nominated for election to the board at the 2023 annual meeting of shareholders.

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Our board recommends that the shareholders vote “FOR” the director nominees listed above.

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If any of the nominees is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee who is designated by the present board to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director. The directors elected will hold their respective offices until the next annual meeting of shareholders or until their successors are elected and qualified.

Each nominee brings a strong and unique background and set of skills to our board, giving the board as a whole competence and experience in a wide variety of areas of value to the Company, including corporate governance and board service, executive management, corporate finance and financial markets, real estate investment and the real estate industry and civic leadership. For each of our director nominees, set forth below are the specific experience, qualifications, attributes or skills that led the board to conclude that the person should serve as a director for the Company. There is no family relationship between any of our directors or executive officers.

Vote Required and Board of Directors’ Recommendation

The affirmative vote of a majority of the votes cast is required for the election of a director in an uncontested election. A majority of the votes cast means that the number of shares voted “for” a director’s election exceeds fifty percent of the total number of votes cast with respect to that director’s election. If an incumbent director does not receive a majority of the votes cast for his or her election, the director is required to tender his or her resignation for the consideration of the board. See “Corporate Governance Matters – Majority Voting Standard for Uncontested Director Elections.”

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Director Skills and Experience

Board Skills Matrix

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Diversity Matrix

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Selection of Directors

At UDR, we believe that diversity of background and perspective is an important attribute of a well-functioning board. Collectively, the members of our board standing for election embody a range of viewpoints, backgrounds and expertise. Currently, 33% of the members of our board are women and 40% of the members of our board are diverse. All recent board searches have included ethnically diverse candidates (utilizing search firms with specific expertise with under represented groups) and we have adopted a “Rooney Rule” for all board searches. The diversity of our board will continue to be a point of focus in connection with our board refreshment efforts.

Director Biographies

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Board Refreshment and Succession Planning

Board Diversity Policy

The board believes its effectiveness is enhanced by being comprised of individuals with diverse backgrounds, skills and experience that are relevant to the role of the board and the needs of our business as well as diversity with respect to gender and ethnicity. In our Code of Business Conduct and Ethics we describe diversity as embracing the following characteristics with respect to the Company as a whole, including our board: age, race, gender, nationality, physical ability, culture, religion, marital status, sexual orientation, experience and perspective. In 2020, consistent with its overall views with respect to diversity and in order to formalize our practice, the board enhanced our Statement on Corporate Governance and the Charter of our Nominating Committee by amending such documents to adopt a “Rooney Rule” specifically requiring that diverse candidates, based on gender and ethnicity, be included in the initial pool for any external search for director candidates or for any external search for a Chief Executive Officer. In addition, any search firm used for conducting any such searches is required to include such candidates in its initial pool of candidates. Since 2019 we have hired search firms with specific experience in identifying candidates from under represented groups in connection with searches for board candidates and all recent searches for potential board members have included, and future searches will continue to include, diverse candidates, and the diversity of our board will remain a focus in connection with our board refreshment efforts. The board, through the Nominating Committee and in consultation with our CEO, will regularly review the changing needs of the business and the skills and experience of its board members, with the intention that the board will be periodically “renewed” as certain directors rotate off and new directors are recruited. The board’s commitment to diversity and renewal will be tempered by the need to balance change with continuity and experience. The board believes that its commitment in this regard has been effective in establishing a board that consists of members with diverse backgrounds, skills and experience that are relevant to the role of the board and the needs of the business, and the board will continue to monitor the effectiveness of these efforts as part of its periodic self-assessment process.

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Succession, Identification and Selection of Nominees for Directors

Our Nominating Committee works closely with our Chairman and CEO and Lead Independent Director (who currently serves as Chairman of the Nominating Committee) in recommending to the board criteria for open board positions, taking into account such factors as the Nominating Committee deems important, including, among others, the current composition of the board (including tenure on the board), the range of talents, experiences, expertise and skills that would complement those already represented on the board and those that would help achieve the Company’s current and future goals as set forth in our strategic plan. The recommendations are then discussed by the board. In evaluating a nominee, the board, acting through our Nominating Committee, will consider, among other things, whether a potential director nominee has the time available, in light of other business and personal commitments, to perform the responsibilities required for effective service on the board. The Nominating Committee considers candidates that are suggested by members of the board, as well as management, our shareholders and any director search firm retained by the board or the Nominating Committee, using the same criteria to evaluate all candidates.

Once a potential director nominee has been identified, the Nominating Committee, in consultation with the Chairman and CEO and Lead Independent Director, will evaluate the prospective nominee against the specific criteria that have been established, as well as the standards and qualifications contained in our Statement on Corporate Governance. If it is determined based upon a preliminary review that a candidate warrants further consideration, members of the board, as appropriate, will interview the prospective nominee. After completing this evaluation and interview process, the board makes the final determination as to whether to nominate or appoint the new director.

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Nomination Process for Board Election

The graphic below describes the ongoing nominating committee process to identify highly qualified candidates for board service.

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In addition to any other applicable requirements, Section 2.11 of the bylaws sets forth the procedures and requirements relating to nominations of directors by shareholders. Any shareholder who wishes to recommend a prospective nominee for consideration at our 2024 annual meeting of shareholders must submit specified information, no sooner than November 15, 2023 and no later than December 15, 2023.

Each proposed candidate also must submit a written questionnaire, representation and agreement specifically addressing agreements, arrangements or understandings that the candidate has with certain other persons, including with respect to voting commitments and compensation, as well as a representation and agreement to comply with our applicable policies, codes and guidelines. Such information should be sent to the attention of our Corporate Secretary at 1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129-1540.

Proxy Access

The Company’s bylaws include a proxy access provision which permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials director candidates constituting up to 20% of the board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the bylaws.

Director Rotation and Retirement

Directors are elected annually to serve for a term until the next annual meeting of shareholders or until their successors are elected and qualified. The board does not impose arbitrary limits on the number of terms a director may serve. However, the Nominating Committee will consider various criteria, including a director’s contribution to the board, in determining whether or not to recommend a director for re-election. Employee directors are required to resign as a director after ceasing to be an employee, unless the board asks them to continue to serve. The Chairman will refer the resignation to the Governance Committee for review.

The board will decide, in light of the circumstances and the recommendation of the Governance Committee, the date at which the resignation will become effective. A vacancy created by a director’s retirement may be filled by a majority of the remaining directors in accordance with our bylaws. A director so appointed to fill the vacancy will stand for re-election at the first annual meeting of shareholders following that director’s appointment to the board if recommended for re-election by the Nominating Committee. In addition, the Company requires that directors tender their resignation when they change employment or other significant organizational affiliations. The board then decides, in light of the circumstances and the recommendation of the Governance Committee, whether to accept such resignation.

Majority Voting Standard for Uncontested Director Elections

The Company’s bylaws specify a majority voting standard in uncontested director elections, which incorporates a director resignation policy for any director who does not receive the requisite vote. Under this majority voting standard, the affirmative vote of a majority of the votes cast is required for the election of a director in an uncontested election. A majority of the votes cast means that the number of shares voted “for” a director’s election exceeds fifty percent of the total number of votes cast with respect to that director’s election. If an incumbent director does not receive a majority of the votes cast for his or her election, the director is required to tender his or her resignation to the board. The board would then decide within 90 days following certification of the shareholder vote, through a process managed by the Governance Committee and excluding the nominee in question, whether to accept or reject the tendered resignation, or whether other action is recommended.

Board Tenure

The board seeks to create and maintain a board that, collectively, has the mix of skills, experiences and other attributes needed to provide oversight of the Company’s strategic and operational risks and the ability to deliver the high standard of governance expected. The board believes that ongoing board refreshment is important to deepen the board and provide fresh perspectives,

but also believes in leveraging the knowledge, including institutional knowledge regarding the Company, and historical perspective of the board’s longer tenured members and seeks a balance with respect to board tenure. Our longer tenured directors bring a deep understanding of our business and strategy and provide historical context to board deliberations and in addition enhance the dynamics of the board and its relationship with management.

Board Refreshment

The following directors have joined the board over the past eight years adding to the diversity of the board across many variables including past background and experience, knowledge base and expertise, and gender and underrepresented group diversity.

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Corporate Governance Principles

We believe that effective and transparent corporate governance is critical to our long-term success and our ability to create value for our shareholders. We frequently review our corporate governance policies, monitor emerging developments in corporate governance and enhance our policies and procedures when our board determines that it would benefit our Company and our shareholders to do so.

We believe in and follow certain principles with respect to governance as follows: