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 27, 2021
UDR, Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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1-10524 |
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54-0857512 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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1745 Shea Center Drive, Suite 200,
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80129 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (720) 283-6120
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:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
The Board of Directors of UDR, Inc. (the “Company”) previously approved, subject to shareholder approval, the amendment and restatement of the UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated, the “Amended Plan”). At the Annual Meeting of Shareholders held on May 27, 2021 (the “Annual Meeting”), the shareholders approved the Amended Plan, which:
● | increased the number of shares reserved for issuance by 16,000,000 shares from 19,000,000 shares to 35,000,000; |
● | with respect to awards granted on or after November 12, 2020, provides for double-trigger vesting in connection with a change of control, rather than single-trigger vesting, and adds a one-year minimum vesting period requirement, subject to certain exceptions; and |
● | in light of the elimination of the performance-based exception under Section 162(m) of the Internal Revenue Code of 1986, as amended, eliminated provisions relating to performance-based awards that limit the types of performance goals that can be used for performance-based vesting conditions and that limit the time period within which the goals must be established. |
The foregoing description is qualified in its entirety by the text of the Amended Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on May 27, 2021. At the Annual Meeting, the Company’s shareholders voted on the election of nine nominated directors to serve for the ensuing year, 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, 2021, a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers and a proposal to approve the Amended Plan.
As of March 29, 2021, the record date for the Annual Meeting, there were 296,815,110 shares of the Company’s common stock, 2,695,363 shares of its Series E preferred stock, and 14,381,121 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 nine 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 nine persons as directors of the Company, each to serve as such until the Company’s annual meeting of shareholders to be held in 2022, or until his or her respective successor is duly elected and qualified:
2. 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, 2021, by the votes indicated below:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
272,294,870 |
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14,060,611 |
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88,900 |
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N/A |
3. 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:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
236,202,292 |
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37,970,085 |
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302,620 |
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11,969,384 |
4. At the Annual Meeting, the shareholders approved the proposal to approve the Amended Plan, by the votes indicated below:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
262,301,177 |
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11,987,341 |
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186,479 |
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11,969,384 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated May 27, 2021). |
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104 |
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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.
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UDR, Inc. |
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June 1, 2021 |
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By: |
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/s/ David G. Thatcher |
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David G. Thatcher |
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Senior Vice President and General Counsel |
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Exhibit 10.1
UDR, INC.
1999 LONG-TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED MAY 27, 2021)
ARTICLE 1
PURPOSE
1.1GENERAL. The purpose of the UDR, Inc. 1999 Long-Term Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of UDR, Inc. (the “Company”), by linking the personal interests of its employees, officers, consultants and directors to those of Company shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, consultants and directors upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, consultants and directors.
ARTICLE 2
EFFECTIVE DATE
2.1EFFECTIVE DATE. For tax reasons, the Plan was approved by the Board of Directors in interim stages. First, the Board approved the Plan on March 9, 1999 as it relates to Awards of Restricted Stock and Performance Units only (the “First Effective Date”), and the Plan became effective as of the First Effective Date for the limited purpose of (i) making Awards of Restricted Stock on or prior to May 31, 1999 to non-officer employees of the Company and (ii) making cash Performance Unit Awards under ARTICLE 9 of the Plan with respect to a performance period beginning on January 1, 1999.
On January 25, 2000, the Board approved the Plan for the purpose of (i) making Awards of Restricted Stock on or prior to May 31, 2000 to non-officer employees of the Company, (ii) making Awards of Restricted Stock on or prior to May 31, 2000 to certain officers of the Company from shares purchased by the Company on the open market, and (iii) making cash Performance Unit Awards under ARTICLE 9 of the Plan with respect to a performance period beginning on January 1, 2000 (the “Second Effective Date”).
On March 20, 2001, the Board approved the Plan as it relates to all types of Awards under the Plan (the “Third Effective Date”) and the Plan became fully effective as of the Third Effective Date. The Plan was approved by the shareholders of the Company on May 8, 2001.
The Plan was amended and restated by the Board on May 4, 2004 to eliminate the express authority under Section 7.1(c) to pay the exercise price of an Option with a promissory note, which amendment and restatement of the Plan was not subject to shareholder approval.
The Plan was amended and restated by the Board on July 23, 2004 to modify Sections 14.8 and 14.9 to provide that unless otherwise provided in a Participant’s Award Agreement upon a Participant’s Death, Disability or Retirement, all outstanding Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully exercisable and all restrictions on outstanding Awards shall lapse, which amendment and restatement of the Plan was not subject to shareholder approval.
The Plan was amended and restated by the Board on February 10, 2006 to eliminate the automatic grant of formula awards to non-employee directors and to update non-material terms of the Plan (par value of common stock and other nomenclature) to conform to Maryland versus Virginia corporate law, which amendment and restatement of the Plan was not subject to shareholder approval.
The Plan was amended and restated by the Board on February 7, 2008 generally as follows: (i) to change the name of the Company from United Dominion Realty Trust, Inc. to UDR, Inc.; and (ii) to provide that the grant price of any Stock Appreciation Right may not be reduced except as provided in Section 15.1 or otherwise with the consent of the shareholders, which amendment and restatement of the Plan was not subject to shareholder approval.
The Plan was amended and restated by the Board on May 30, 2008 generally as follows: (i) to limit the term of Options and Stock Appreciation Rights to 10 years; (ii) to provide that shares of stock that are (a) not issued or delivered as a result of the net settlement of a Stock Appreciation Right or Option, (b) used to pay the exercise price or withholding taxes related to an outstanding Award or (c) repurchased on the open market with the proceeds of the Option exercise price shall not again become available for issuance under the Plan; (iii) to provide that the exercise price per share of an Option shall in no event be less than the Fair Market Value of one share of stock on the date of grant; (iv) to provide that the maximum Fair Market Value of any Awards, other than Options or Stock Appreciation Rights, that may be received by a Participant during any one calendar year shall be $2,000,000; (v) to provide that in no event may a Stock Appreciation Right be exercisable for more than 10 years from the date of its grant; (vi) to provide that, except as provided in Section 15.1, without the consent of shareholders an Award may not be exchanged or bought out if the effect is to lower the exercise price of the Option or the grant price of the Stock Appreciation Right; (vii) to provide that, except as provided in Section 15.1, without consent of the shareholders, an Award may not be granted in substitution of another Award if the effect is to replace an Option or Stock Appreciation Right with an Award with a lower exercise or grant price and (viii) to expand the performance goals.
Subject to shareholder approval, the Plan was amended and restated by the Board on March 12, 2009 generally as follows: (i) to increase the number of shares of Stock available for issuance pursuant to Awards from 4,000,000 to 16,000,000; (ii) to provide that the maximum Fair Market Value of any Awards, other than Options or Stock Appreciation Rights, that may be received by a Participant during any one calendar year shall be $5,000,000, (iii) to provide that the maximum number of shares of Stock with respect to one or more Options and/or Stock Appreciation Rights that may be granted during any one calendar year under the Plan to any one
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Participant shall be 5,000,000 shares and (iv) to provide that Awards (other than Options or Stock Appreciation Rights) granted from and after the approval of the Plan at the Company’s 2009 Annual Meeting of Stockholders shall count against the Plan reserve as 2.28 shares of Stock for each share of Stock actually subject to the Award. The Company’s shareholders approved the amendment and restatement on May 13, 2009.
The Plan was amended and restated by the Board on February 8, 2013, to revise the treatment of Awards in connection with certain Change of Control transactions, which amendment and restatement of the Plan was not subject to shareholder approval.
Subject to shareholder approval, the Plan was amended and restated by the Board on February 6, 2014 generally as follows: to (i) increase the number of shares of Stock available for issuance pursuant to Awards from 16,000,000 to 19,000,000; (ii) change the annual per Participant limits on Awards (other than Options, SARs and Cash-Based Awards) intended to constitute qualified performance-based compensation under Code Section 162(m) to 1,000,000 shares or, for Cash-Based Awards, $10,000,000; (iii) provide for Cash-Based Awards; and (iv) expand the performance goals. The Company’s shareholders approved the amendment and restatement on May 22, 2014.
The Plan was amended and restated by the Committee on December 4, 2015 to provide for Awards of LTIP Units, which amendment and restatement of the Plan was not subject to shareholder approval.
The Plan was amended and restated by the Committee on February 2, 2017 to provide for flexibility with respect to withholding for tax purposes in accordance with revised standards published by the Financial Accounting Standards Board, which amendment and restatement of the Plan was not subject to shareholder approval.
The Plan was amended and restated by the Board on November 12, 2020, generally as follows: (i) subject to shareholder approval to increase the number of shares of Stock available for issuance pursuant to Awards from 19,000,000 to 35,000,000; (ii) with respect to awards granted on or after November 12, 2020, to provide for double-trigger vesting in connection with a Change of Control, rather than single-trigger vesting; (iii) to add a one-year minimum vesting period requirement; and (iv) in light of the elimination of the performance-based exception under Code Section 162(m), to expand the performance goals to include any goals the Committee chooses and to remove a provision that required the Committee to establish performance goals prior to the beginning of the performance period or such later date as may be permitted under Code Section 162(m).
ARTICLE 3
DEFINITIONS
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ARTICLE 4
ADMINISTRATION
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Notwithstanding the above, the Board or the Committee may expressly delegate to a special committee consisting of one or more directors who are also officers of the Company some or all of the Committee’s authority under subsections (a) through (g) above with respect to those eligible Participants who, at the time of grant are not, and are not anticipated to become, either (i) Covered Employees or (ii) persons subject to the insider trading rules of Section 16 of the 1934 Act.
ARTICLE 5
SHARES SUBJECT TO THE PLAN
ARTICLE 6
ELIGIBILITY
6.1GENERAL. Awards may be granted only to individuals who are employees, officers, consultants or directors of the Company or a Parent or Subsidiary.
ARTICLE 7
STOCK OPTIONS
If a Participant exercises an Option after termination of employment, the Option may be exercised only with respect to the shares that were otherwise vested on the Participant’s termination of employment.
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ARTICLE 8
STOCK APPRECIATION RIGHTS
ARTICLE 9
PERFORMANCE UNITS
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ARTICLE 10
RESTRICTED STOCK AWARDS
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ARTICLE 11
DIVIDEND EQUIVALENTS
11.1GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents to Participants subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of shares of Stock subject to an Award, as determined by the Committee. The Committee may provide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional shares of Stock, or otherwise reinvested. Dividend Equivalents shall not be granted with respect to Options or SARs. Dividend Equivalents granted with respect to Performance Units may not be paid except to the extent the underlying shares of Stock have been earned.
ARTICLE 12
OTHER STOCK-BASED AWARDS
12.1GRANT OF OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation shares of Stock awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Stock, and Awards valued by reference to book value of shares of Stock or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards.
ARTICLE 13
OTHER AWARDS
ARTICLE 14
PROVISIONS APPLICABLE TO AWARDS
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ARTICLE 15
CHANGES IN CAPITAL STRUCTURE
15.1GENERAL. In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the authorization limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the Committee shall adjust Awards to preserve the benefits or potential benefits of the Awards. Action by the Committee shall include: (i) adjustment of the number and kind of shares or other securities which may be delivered under the Plan; (ii) adjustment of the number and kind of shares or other securities subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards; and (iv) any other adjustments that the Committee determines to be equitable. Without limiting the foregoing, in the event a stock dividend or stock split is declared upon the Stock, the authorization limits under Section 5.1 and 5.4 shall be increased proportionately, and the shares of Stock or other securities then subject to each Award shall be increased proportionately without any change in the aggregate purchase price therefor.
ARTICLE 16
AMENDMENT, MODIFICATION AND TERMINATION
ARTICLE 17
GENERAL PROVISIONS
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UDR, INC. |
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By: |
/s/ David G. Thatcher |
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David G. Thatcher |
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Senior Vice President – General Counsel |
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