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Washington, D.C. 20549








Date of Report (Date of earliest event reported):  May 20, 2021



(Exact name of registrant as specified in its charter)


Commission file number 1-12672


Maryland   77-0404318
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)


4040 Wilson Blvd. Suite 1000

Arlington, Virginia 22203

(Address of principal executive offices)(Zip code)


(703) 329-6300

(Registrant’s telephone number, including area code)


(Former name, 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   Name of each exchange on which registered
Common Stock, par value $0.01 per share   AVB   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 or Rule 12b-2 of the Securities Exchange Act of 1934.


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.


The Company held its Annual Meeting of Stockholders on May 20, 2021. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. At the meeting, holders of the Company’s stock were asked (1) to elect twelve directors to serve until the 2022 Annual Meeting of Stockholders and until their successors are elected and qualified, (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021, and (3) to cast a non-binding, advisory vote upon the compensation of executive officers of the Company, as described in the Company’s proxy statement.


Each share of common stock was entitled to one vote with respect to matters submitted to a vote of the Company’s stockholders, and the voting results reported below are final.


Proposal 1


Each of the Company’s nominees for director as listed in the proxy statement was elected as shown in the table below.


Nominee: Votes “For” Votes “Against” Abstentions Broker Non-votes
Glyn F. Aeppel 117,757,114 696,271 216,163 5,686,728
Terry S. Brown 116,774,331 1,678,302 216,915 5,686,728
Alan B. Buckelew 117,594,351 854,816 220,381 5,686,728
Ronald L. Havner, Jr. 104,050,295 14,398,631 220,622 5,686,728
Stephen P. Hills 117,847,380 601,253 220,915 5,686,728
Christopher B. Howard 118,187,901 254,964 226,683 5,686,728
Richard J. Lieb 113,203,968 5,220,502 245,078 5,686,728
Nnenna Lynch 118,228,571 225,127 215,850 5,686,728
Timothy J. Naughton 109,812,703 8,492,397 364,448 5,686,728
Benjamin W. Schall 117,404,183 1,047,972 217,393 5,686,728
Susan Swanezy 116,827,110 1,627,985 214,453 5,686,728
W. Edward Walter 114,444,054 4,010,620 214,874 5,686,728


Proposal 2


Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2021. 122,781,887 votes were cast in favor of ratifying the selection of Ernst & Young LLP, 1,516,137 votes were cast against, and there were 58,252 abstentions. There were no broker non-votes with respect to Proposal 2.


Proposal 3


Stockholders approved the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K. 110,524,938 votes were cast in favor of approval of such compensation, 7,814,348 votes were cast against, and there were 330,262 abstentions. There were 5,686,728 broker non-votes with respect to Proposal 3.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.


Dated: May 24, 2021 By:  /s/ Kevin P. O'Shea
    Kevin P. O’Shea
    Chief Financial Officer