Independent
Tenure on this board
0.7 yrs
8 nominees · 3 ballot items.
1) Election of 8 Directors; 2) Advisory vote to approve named executive officer compensation (“Say-on-Pay”); 3) Ratification of Ernst & Young LLP as independent auditors.
Election of eight director nominees to the board to hold office until the next annual meeting; board recommends vote FOR each nominee.
Non-binding, annual advisory vote approving the compensation of named executive officers as disclosed in the proxy statement (Say-on-Pay).
The advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of UDR’s named executive officers as disclosed in the proxy. Management seeks this approval to validate its pay-for-performance philosophy and compensation design, which emphasizes long-term equity incentives, relative metrics versus peers, and a mix of short-term and long-term incentives aligned with strategic goals. The Compensation Committee, comprised solely of independent directors and supported by an independent compensation consultant, argues the programs include governance safeguards (stock ownership guidelines, recoupment policy, double-trigger change-in-control provisions) and that payouts reflect strong 2025 performance (FFOA growth, operational metrics, sustainability progress). The company also notes adjustments made following shareholder engagement and prior dissent (e.g., ISS concerns) — including refining STI metrics (Sustainability Index and Health of the Workforce) and increasing relative FFOA growth weighting in LTIP to address investor feedback. Opponents may focus on the inclusion of one-year absolute FFOA in both STI and LTI and the two-year vesting on the one-year LTI component; management acknowledges these concerns but defends the metric’s importance and balance with longer-term relative measures. Given consistent prior shareholder support (average ~85.7% over five years and 93.4% in 2025), management recommends FOR with rationale of alignment, oversight, and market competitiveness.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.1% | 26,262,696 | $887M |
| 2 | Capital Research Global Investors | 7.9% | 25,626,709 | $866M |
| 3 | STATE STREET CORP | 6.6% | 21,555,865 | $728M |
| 4 | COHEN STEERS, INC. | 6.4% | 20,765,298 | $701M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 6.3% | 20,470,596 | $691M |
| 6 | BlackRock, Inc. | 4.3% | 14,093,357 | $476M |
| 7 | BlackRock, Inc. | 3.2% | 10,504,711 | $355M |
| 8 | Invesco Ltd. | 2.7% | 8,933,759 | $302M |
| 9 | CENTERSQUARE INVESTMENT MANAGEMENT LLC | 2.4% | 7,938,543 | $268M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 7,758,713 | $261M |
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