Shareholder Vote

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): June 1, 2023 ​ ​ 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 5.07. Submission of Matters to a Vote of Security Holders. ​ UDR, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 1, 2023.  At the Annual Meeting, the Company’s shareholders voted on the election of ten nominated directors to serve for the ensuing year, a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers, 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, 2023, and a proposal to approve, on an advisory basis, the frequency of holding an advisory vote on named executive officer compensation. ​ As of April 3, 2023, the record date for the Annual Meeting, there were 329,173,125 shares of the Company’s common stock, 2,686,308 shares of its Series E preferred stock, and 12,090,558 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 ten 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 ten persons as directors of the Company, each to serve as such until the Company’s annual meeting of shareholders to be held in 2024, or until his or her respective successor is duly elected and qualified: ​ ​ ​ ​ ​ ​ ​ ​ Name ​ Votes For ​ Votes Against ​ Abstentions ​ Broker Non-Votes Katherine A. Cattanach ​ 294,972,386 ​ ​ 12,602,901 ​ ​ 281,090 ​ ​ 11,093,843 ​ Jon A. Grove ​ 294,414,334 ​ ​ 13,155,750 ​ ​ 286,293 ​ ​ 11,093,843 ​ Mary Ann King ​ 300,431,118 ​ ​ 7,163,392 ​ ​ 261,867 ​ ​ 11,093,843 ​ James D. Klingbeil ​ 284,018,650 ​ ​ 23,556,563 ​ ​ 281,164 ​ ​ 11,093,843 ​ Clint D. McDonnough ​ 305,180,040 ​ ​ 2,393,802 ​ ​ 282,535 ​ ​ 11,093,843 ​ Robert A. McNamara ​ 293,601,921 ​ ​ 14,002,198 ​ ​ 252,258 ​ ​ 11,093,843 ​ Diane M. Morefield ​ 303,024,317 ​ ​ 4,568,429 ​ ​ 263,631 ​ ​ 11,093,843 ​ Kevin C. Nickelberry ​ 305,044,426 ​ ​ 2,522,105 ​ ​ 289,846 ​ ​ 11,093,843 ​ Mark R. Patterson ​ 276,445,147 ​ ​ 31,150,350 ​ ​ 260,880 ​ ​ 11,093,843 ​ Thomas W. Toomey ​ 290,082,696 ​ ​ 17,464,354 ​ ​ 309,327 ​ ​ 11,093,843 ​ ​ 2. 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: ​ ​ ​ ​ Votes For ​ Votes Against ​ Abstentions ​ Broker Non-Votes 264,011,743 ​ 43,380,665 ​ 463,969 ​ 11,093,843 ​ 3. 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, 2023, by the votes indicated below: ​ ​ ​ ​ Votes For ​ Votes Against ​ Abstentions ​ Broker Non-Votes 304,890,759 ​ 13,875,212 ​ 184,249 ​ N/A ​ 4. At the Annual Meeting, the shareholders selected, on an advisory basis, every year as the preferred frequency with which shareholders are provided with an advisory vote on the compensation of the Company’s named executive officers, by the votes indicated below: ​ 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 302,327,042 75,191 5,243,302 210,842 11,093,843 ​ Based upon these results, the Board of Directors determined that the Company shall hold an annual advisory vote on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, provided that in the future the Board of Directors may determine a different frequency for such advisory votes is in the best interest of the shareholders of the Company. ​ 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. ​ ​ ​ ​  June 6, 2023 ​ By: ​  /s/ David G. Thatcher ​ ​ ​ ​  David G. Thatcher ​ ​ ​ ​  Senior Vice President and General Counsel ​ ​ ​ ​ ​ ​ ​ ​