UDR adds independent director Richard B. Clark

UDR, Inc. reported that its Board of Directors appointed Richard B. Clark as a new director, effective October 3, 2025.

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Form Type

8-K

Rhea-AI Filing Summary

UDR, Inc. reported that its Board of Directors appointed Richard B. Clark as a new director, effective October 3, 2025. The Board size was increased from eight to nine directors in connection with his appointment.

Clark was also named to the Nominating and Governance Committee and the Audit and Risk Management Committee. He is classified as an independent director under New York Stock Exchange listing standards, and the company states there are no related person transactions between him and UDR or its subsidiaries.

As part of UDR’s independent director compensation program, Clark will receive an annual retainer of $80,000 and an annual equity grant valued at $200,000, both prorated for the timing of his appointment. Independent directors may take the cash portion in cash, restricted stock, Class 1 LTIP Units, Class 1 Performance LTIP Units, or a combination. UDR will also enter into its standard form of indemnification agreement with Clark.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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What did UDR (UDR) announce in this Form 8-K filing?

UDR announced the appointment of Richard B. Clark to its Board of Directors, effective October 3, 2025. The Board size increased from eight to nine directors, and he joined key committees, reflecting an expansion of board oversight and governance capacity.

Who is Richard B. Clark in relation to UDR (UDR)?

Richard B. Clark has been appointed as an independent director on UDR’s Board, effective October 3, 2025. He will serve on the Nominating and Governance Committee and the Audit and Risk Management Committee, helping oversee governance and financial risk matters for the company.

How will Richard B. Clark be compensated as a UDR (UDR) director?

Under UDR’s independent director compensation program, Richard B. Clark is eligible for an annual $80,000 retainer and a $200,000 equity grant. Because of his start date, he will receive prorated amounts, with flexibility in choosing the form of his cash compensation.

Is Richard B. Clark considered independent under stock exchange rules?

Yes. UDR states that Richard B. Clark qualifies as an independent director under New York Stock Exchange listing standards. The company also notes there are no related person transactions between him and UDR or its subsidiaries within the meaning of Item 404(a) of Regulation S-K.

Did UDR (UDR) change the size of its Board of Directors?

Yes. UDR’s Board adopted a resolution under its Amended and Restated Bylaws to increase the number of directors from eight to nine. This change occurred in connection with the appointment of Richard B. Clark as a new member of the Board.

What committees will Richard B. Clark serve on at UDR (UDR)?

Richard B. Clark was appointed to the Nominating and Governance Committee and the Audit and Risk Management Committee of UDR’s Board. These committees focus on board nominations, corporate governance practices, and oversight of audit and risk-related matters at the company.

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Accepted by SEC EDGAR 10/07/2025 - 04:16 PM EDT

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): October 3, 2025

UDR, Inc.

(Exact name of registrant as specified in its charter)


Maryland	1-10524	54-0857512
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado		80129
(Address of principal executive offices)		(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:


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 of Certain Officers.

Appointment of Director

On October 3, 2025, Richard B. Clark was appointed to the Board of Directors (the “Board”) of UDR, Inc. (the “Company”), effective October 3, 2025. There are no arrangements or understandings between Mr. Clark and any other persons regarding his appointment to the Board. Pursuant to the Company’s Amended and Restated Bylaws, the number of directors on the Board was increased from eight to nine by resolution adopted by the Board prior to Mr. Clark’s appointment. In addition, the Board appointed Mr. Clark to serve on the Nominating and Governance Committee of the Board and the Audit and Risk Management Committee of the Board.

Mr. Clark is an independent director as defined under the listing standards of the New York Stock Exchange. There are no related person transactions, within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Mr. Clark and the Company or any of its subsidiaries.

In connection with his appointment, Mr. Clark will be eligible for compensation under the Company’s independent director compensation program. Under the program, each independent director (other than the Lead Independent Director) receives an annual retainer fee of $80,000 as well as an annual grant of $200,000 in value of shares of restricted stock, Class 1 LTIP Units or Class 1 Performance LTIP Units. Each independent director has the option to receive the cash portion of his or her compensation in cash, in restricted stock, in Class 1 LTIP Units, in Class 1 Performance LTIP Units or in a combination thereof. Given the timing of his appointment to the Board, Mr. Clark will receive a prorated portion of the compensation provided for under the independent director program. The Company will enter into an indemnification agreement with Mr. Clark in the form of the Company’s standard form of indemnification agreement.

The Company’s press release announcing the appointment of Mr. Clark is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Ex. No.		Description
99.1		Press Release.
104		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.


	UDR, Inc.

October 7, 2025	By:	/s/ David D. Bragg
		David D. Bragg
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

Source: View Original Filing on SEC EDGAR