Independent
Tenure on this board
13.0 yrs
Also a director at
Simon Property Group Inc (SPG)Maui Land & Pineapple Co Inc (MLP)
12 nominees · 4 ballot items.
Election of 12 directors; advisory vote to approve executive compensation (Say-on-Pay); approval of the 2026 Equity Incentive Plan to replace the expiring 2009 Plan; ratification of Ernst & Young LLP as independent auditors.
Elect 12 director nominees to serve until the 2027 Annual Meeting and until their successors qualify.
Non-binding shareholder advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy.
The proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy, including the CD&A, compensation tables and related material. Management seeks approval to confirm stockholder support for the pay philosophy and to guide future compensation decisions. Context: AvalonBay uses an annual say-on-pay vote aligned with SEC rules; last say-on-pay in 2025 received ~94.6% support. The Board recommends a FOR vote, arguing the compensation structure emphasizes performance-based pay, with rigorous goals, significant equity alignment, clawback policies, minimum vesting periods, and no option repricing. The proposal is advisory and non-binding, but the Compensation Committee and Board will consider the outcome in future decisions; a majority of votes cast is required for approval.
Approve a new 2026 Equity Incentive Plan with a fixed share reserve of 4,000,000 shares to replace the 2009 Plan when it expires and to continue granting equity awards to employees and directors.
Management asks shareholders to approve the 2026 Equity Incentive Plan, a successor plan to the Amended 2009 Plan, with a request for a 4,000,000-share reserve and various governance features. Approval would allow the Company to continue granting restricted stock, RSUs, performance units, options and other awards after the 2009 Plan expires in May 2027 and aligns compensation with shareholders. The plan includes shareholder-friendly provisions: no repricing of options/SARs without shareholder approval, no discounted options, transparent share counting (no recycling of treasury shares from exercises or tax withholding), a one-year minimum vesting rule with limited exceptions (<=5% of reserve), robust clawback policy, double-trigger CIC provisions, fixed share cap (no evergreen), dividend treatment limits on unearned performance awards, limits on incentive stock options (2,000,000 max), and administrator/committee oversight. Management and the Compensation Committee argue the requested share reserve is reasonable given historical burn rates, equity usage, and peer practices, and emphasize equity’s role in retention and alignment; the Board unanimously recommends FOR. The proposal requires a majority of votes cast for approval.
Ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.75% | 12,166,872 | $2.0B |
| 2 | STATE STREET CORP | 6.66% | 9,270,950 | $1.5B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.62% | 9,211,475 | $1.5B |
| 4 | BlackRock, Inc. | 4.72% | 6,571,827 | $1.1B |
| 5 | BlackRock, Inc. | 3.20% | 4,448,022 | $727M |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 3.12% | 4,341,542 | $709M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.75% | 3,819,531 | $622M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.47% | 3,430,683 | $561M |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.41% | 3,347,674 | $547M |
| 10 | JPMORGAN CHASE CO | 2.16% | 2,999,247 | $485M |
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