Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. At its Annual Meeting of Stockholders held onMay 12, 2020 , the stockholders ofAvalonBay Communities, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Articles of Incorporation, as amended (the "Charter"), to reduce the required stockholder vote for amendment of the Charter and other extraordinary actions to a majority of all votes entitled to be cast on the matter. Following receipt of this approval, onMay 14, 2020 , the Company filed articles of amendment to its Charter, in the form attached hereto as Exhibit 3(i).4, with the state ofMaryland and is awaiting confirmation of its effectiveness as of that day.
The amendment provides that the required vote for approval of future amendments to the Charter and any merger, consolidation, conversion, sale of all or substantially all of the Company's assets, statutory share exchange or dissolution be a majority of the votes entitled to be cast on the matter (decreased from two-thirds of votes entitled to be cast on the matter).
The information in this Item 5.03 is being filed voluntarily by the Company; Item 5.03 does not require a report in cases where the registrant has disclosed a proposal for an amendment to its articles of incorporation in a proxy statement filed by the registrant. The Company previously described the proposed amendment in its definitive proxy statement on Form 14A, which was filed with theSecurities and Exchange Commission onMarch 31, 2020 . Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Stockholders onMay 12, 2020 . 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 ten directors to serve until the 2021 Annual Meeting of Stockholders and until their successors are elected and qualified, (2) to ratify the appointment ofErnst & Young LLP as the Company's independent auditors for the fiscal year endingDecember 31, 2020 , (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; and (4) to consider and vote upon approval of an amendment to the Company's Amended and Restated Articles of Incorporation, as amended, to reduce the required stockholder vote for amendment of the Charter and other extraordinary actions to a majority of all votes entitled to be cast on the matter.
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 re-elected as shown in the table below.
Nominee: Votes "For" Votes "Against" Abstentions Broker Non-votes Glyn F. Aeppel 122,102,338 3,680,498 44,348 4,249,126 Terry S. Brown 121,031,302 4,751,164 44,718 4,249,126 Alan B. Buckelew 125,081,557 701,032 44,595 4,249,126 Ronald L. Havner, Jr. 112,614,134 13,173,467 39,583 4,249,126 Stephen P. Hills 125,152,139 630,439 44,606 4,249,126 Richard J. Lieb 113,801,276 11,981,302 44,606 4,249,126 Timothy J. Naughton 113,910,730 9,313,526 2,602,928 4,249,126 H. Jay Sarles 109,832,098 15,950,535 44,551 4,249,126 Susan Swanezy 122,174,889 3,613,193 39,102 4,249,126 W. Edward Walter 119,606,862 6,176,021 44,301 4,249,126 Proposal 2 Stockholders ratified the selection ofErnst & Young LLP as the Company's independent auditors for fiscal year 2020. 127,946,249 votes were cast in favor of ratifying the selection ofErnst & Young LLP , 2,096,582 votes were cast against, and there were 33,479 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. 119,906,782 votes were cast in favor of approval of such compensation, 5,863,903 votes were cast against, and there were 56,499 abstentions. There were 4,249,126 broker non-votes with respect to Proposal 3. Proposal 4 Stockholders approved the proposed amendment to the Company's Charter to reduce the required stockholder vote for future charter amendments and extraordinary actions. 125,667,223 votes were cast in favor of such amendment, 114,156 were cast against, and there were 45,805 abstentions. There were 4,249,126 broker non-votes with respect to Proposal 4. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 3(i).1 - Articles of Amendment and Restatement of Articles of Incorporation of the Company, dated as of June 4, 1998. (Incorporated by reference to Exhibit 3(i).1 to Form 10-K of the Company filed March 1, 2007.) 3(i).2 - Articles of Amendment, dated as of October 2, 1998. (Incorporated by reference to Exhibit 3(i).2 to Form 10-K of the Company filed March 1, 2007.) Articles of Amendment, dated as of May 22, 2013. (Incorporated by reference to Exhibit 3(i).3) to Form 8-K of the Company filed 3(i).3 - May 22, 2013. Articles of Amendment, filed as of May 14, 2020. (Filed 3(i).4 - herewith.) Cover Page Interactive Data File (embedded within the Inline 104 XBRL document).
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