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AvalonBay (NYSE: AVB) investors approve 2026 equity plan and 4M-share pool

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AvalonBay Communities, Inc. reported results of its 2026 Annual Meeting. Stockholders approved the new 2026 Equity Incentive Plan, which replaces the prior plan and reserves 4,000,000 shares of common stock for future equity awards to employees, directors, and service providers. The plan had been previously approved by the board, subject to stockholder approval, and became effective upon that vote.

All 12 director nominees were re-elected, the advisory vote on executive compensation was approved, and stockholders ratified Ernst & Young LLP as independent auditors for 2026. The company will file a Form S-8 to register shares under the new plan and will amend prior S-8 registrations to deregister unused shares from the old plan.

Positive

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Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share reserve 4,000,000 shares Maximum common shares reserved under 2026 Equity Incentive Plan
Say-on-pay votes for 119,464,870 votes Advisory approval of executive compensation at 2026 Annual Meeting
2026 Plan votes for 120,822,121 votes Stockholder approval of 2026 Equity Incentive Plan
Auditor ratification votes for 123,705,217 votes Ratification of Ernst & Young LLP for fiscal 2026
Highest director support example 124,959,209 votes Votes for director nominee Nnenna Lynch
Equity Incentive Plan financial
"the stockholders of the Company approved the Company’s 2026 Equity Incentive Plan (the “2026 Plan”)."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Form S-8 regulatory
"file a registration statement on Form S-8 with the Securities and Exchange Commission"
A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.
broker non-votes regulatory
"There were 4,800,535 broker non-votes with respect to Proposal 3."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory basis regulatory
"the adoption of a resolution to approve, on a non-binding, advisory basis, the compensation"
independent auditors financial
"the ratification of the selection of Ernst & Young LLP to serve as the Company’s independent auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
Understanding 8-K Material Events →
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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 20, 2026

 

AVALONBAY COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction
of incorporation or organization)

1-12672

(Commission File
Number)

77-0404318

(I.R.S. Employer
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 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:

 

Title of each class   Trading Symbol(s)   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 (§ 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.  ¨

 

 

 

 

 

 

Explanatory Note

 

This Current Report on Form 8-K discusses actions of the stockholders of AvalonBay Communities, Inc. (the “Company”) at the 2026 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), including the adoption of a new equity incentive plan to replace a prior plan that was nearing its expiration, as well as the related filing of a registration statement on Form S-8 to register the shares approved for issuance under the new equity incentive plan.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

As described below in Item 5.07 of this Current Report on Form 8-K, on May 20, 2026, at the Annual Meeting, the stockholders of the Company approved the Company’s 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan replaced the Company’s Second Amended and Restated 2009 Equity Incentive Plan (the “Prior Plan”), which was last approved by stockholders in 2017 and was nearing its expiration date. Upon effectiveness of the 2026 Plan, no awards may be granted under the Prior Plan.

 

The maximum number of shares of common stock reserved for issuance under the 2026 Plan is 4,000,000. The 2026 Plan will be the primary vehicle for granting equity awards to eligible employees, directors, and other service providers, ensuring that the Company can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Company’s board of directors (the “Board”) and/or the compensation committee of the Board (the “Compensation Committee”). The 2026 Plan was approved by the Board on February 26, 2026, upon the recommendation of the Compensation Committee and subject to stockholder approval, and became effective upon receipt of stockholder approval at the Annual Meeting.

 

In connection with the approval of the 2026 Plan, the Company is required to file a registration statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) to register the shares of common stock reserved for issuance under the 2026 Plan. The Company also intends to file a post-effective amendment to certain previously filed registration statements on Form S-8 to deregister shares of common stock remaining available for issuance under the Prior Plan that may no longer be issued thereunder.

 

A detailed summary of the material features of the 2026 Plan is set forth in Proposal 3 of the Company’s definitive proxy statement filed with the SEC on April 6, 2026, which description is incorporated herein by reference. The foregoing description of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Company held the Annual Meeting on May 20, 2026. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. At the meeting, holders of the Company’s common stock were asked to consider and vote upon (1) the election of 12 directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, (2) the adoption of a resolution to approve, on a non-binding, advisory basis, the compensation of certain executive officers of the Company, as described in the Company’s proxy statement, (3) the approval of the 2026 Plan, and (4) the ratification of the selection of Ernst & Young LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2026.

 

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:   For   Against   Abstain   Broker Non-votes  
Glyn F. Aeppel   122,179,388   2,843,729   544,713   4,800,535  
Terry S. Brown   122,097,227   2,925,679   544,924   4,800,535  
Conor C. Flynn   124,730,295   292,582   544,953   4,800,535  
Ronald L. Havner, Jr.   123,338,428   1,684,624   544,778   4,800,535  
Stephen P. Hills   122,050,649   2,972,396   544,785   4,800,535  
Christopher B. Howard   116,183,259   8,567,901   816,670   4,800,535  
Richard J. Lieb   124,844,192   179,374   544,264   4,800,535  
Nnenna Lynch   124,959,209   64,041   544,580   4,800,535  
Charles E. Mueller, Jr.   124,499,133   524,135   544,562   4,800,535  
Timothy J. Naughton   120,966,734   4,047,034    554,062   4,800,535  
Benjamin W. Schall   124,681,096   341,833   544,901   4,800,535  
Susan Swanezy   120,566,447   4,377,646   623,737   4,800,535  

 

Proposal 2

 

Stockholders approved the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K. 119,464,870 votes were cast in favor of approval of such compensation, 5,518,957 votes were cast against, and there were 584,003 abstentions. There were 4,800,535 broker non-votes with respect to Proposal 2.

 

Proposal 3

 

Stockholders approved the 2026 Plan, as presented in the Company’s proxy statement. 120,822,121 votes were cast in favor of approval of the 2026 Plan, 4,185,496 votes were cast against, and there were 560,213 abstentions. There were 4,800,535 broker non-votes with respect to Proposal 3.

 

Proposal 4

 

Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2026. 123,705,217 votes were cast in favor of ratifying the selection of Ernst & Young LLP, 6,650,693 votes were cast against, and there were 12,455 abstentions. There were no broker non-votes with respect to Proposal 4.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 AvalonBay Communities, Inc. 2026 Equity Incentive Plan, incorporated by reference to Appendix II to the Company’s definitive Proxy Statement on Schedule 14A filed on April 6, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURE

 

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.

 

  AVALONBAY COMMUNITIES, INC.
     
Dated: May 22, 2026 By: /s/ Kevin P. O’Shea
    Kevin P. O’Shea
    Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did AvalonBay Communities (AVB) stockholders approve at the 2026 Annual Meeting?

AvalonBay stockholders approved the 2026 Equity Incentive Plan, re-elected 12 directors, supported executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditors for 2026, confirming the company’s existing governance and compensation framework.

How many shares are reserved under AvalonBay’s 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan reserves a maximum of 4,000,000 shares of AvalonBay common stock for equity awards. These shares will be used for grants to eligible employees, directors, and other service providers as determined by the board or its compensation committee.

How did AvalonBay (AVB) stockholders vote on executive compensation in 2026?

Stockholders approved AvalonBay’s executive compensation on a non-binding advisory basis, with 119,464,870 votes in favor, 5,518,957 against, and 584,003 abstentions. There were 4,800,535 broker non-votes, indicating broad but not unanimous support for the company’s pay practices.

What were the voting results for AvalonBay’s 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan received 120,822,121 votes in favor, 4,185,496 against, and 560,213 abstentions, plus 4,800,535 broker non-votes. This vote both approved the new plan and ended the ability to grant new awards under the prior equity incentive plan.

Which auditors did AvalonBay Communities (AVB) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as AvalonBay’s independent auditors for fiscal year 2026. The ratification vote totaled 123,705,217 in favor, 6,650,693 against, and 12,455 abstentions, with no broker non-votes recorded on this proposal.

What will happen to unused shares under AvalonBay’s prior equity incentive plan?

AvalonBay plans to file a post-effective amendment to earlier Form S-8 registrations to deregister any shares remaining available under the prior equity incentive plan, since no further awards may be granted under that older plan after adoption of the 2026 Plan.

Filing Exhibits & Attachments

3 documents

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