UDR (NYSE: UDR) investors approve board slate, pay plan and Ernst & Young

Q: What was the record date and voting share count for UDR (UDR)’s 2026 Annual Meeting?

The record date was March 23, 2026. As of that date, UDR had 325,894,021 shares of common stock, 2,600,678 shares of Series E preferred stock, and 10,026,490 shares of Series F preferred stock issued, outstanding, and entitled to vote on proposals at the Annual Meeting.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

UDR, Inc. reported the results of its Annual Meeting of Shareholders held on May 21, 2026. Shareholders elected eight directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than against, alongside broker non-votes typical for such items.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 213,004,891 votes for and 97,164,665 against, plus 338,303 abstentions and 8,459,602 broker non-votes. In addition, shareholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 304,753,929 votes for, 14,149,801 against, and 63,731 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Common shares entitled to vote: 325,894,021 shares Series E preferred shares entitled to vote: 2,600,678 shares Series F preferred shares entitled to vote: 10,026,490 shares +4 more

7 metrics

Common shares entitled to vote 325,894,021 shares Common stock outstanding as of March 23, 2026

Series E preferred shares entitled to vote 2,600,678 shares Series E preferred outstanding as of March 23, 2026

Series F preferred shares entitled to vote 10,026,490 shares Series F preferred outstanding as of March 23, 2026

Say-on-pay votes for 213,004,891 votes Advisory approval of executive compensation

Say-on-pay votes against 97,164,665 votes Advisory approval of executive compensation

Auditor ratification votes for 304,753,929 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification votes against 14,149,801 votes Ratification of Ernst & Young LLP for 2026

Key Terms

Annual Meeting of Shareholders, advisory basis, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Annual Meeting of Shareholders financial

"UDR, Inc. held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 21, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

advisory basis financial

"a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes For ... Abstentions ... Broker Non-Votes"

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.

named executive officers financial

"the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

05/27/2026 - 04:17 PM

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 21, 2026

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 May 21, 2026. At the Annual Meeting, the Company’s shareholders voted on the election of eight 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, and 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, 2026.

As of March 23, 2026, the record date for the Annual Meeting, there were 325,894,021 shares of the Company’s common stock, 2,600,678 shares of its Series E preferred stock, and 10,026,490 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 eight 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 eight persons as directors of the Company, each to serve as such until the Company’s annual meeting of shareholders to be held in 2027, or until his or her respective successor is duly elected and qualified:


Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Richard B. Clark	308,200,868	2,256,985	50,006	8,459,602
Ellen M. Goitia	308,625,886	1,829,196	52,777	8,459,602
Jon A. Grove	286,050,649	24,397,773	59,437	8,459,602
Mary Ann King	288,663,489	20,711,173	1,133,197	8,459,602
Robert A. McNamara	277,391,712	33,063,393	52,754	8,459,602
Kevin C. Nickelberry	303,801,923	5,581,183	1,124,753	8,459,602
Mark R. Patterson	287,004,616	23,456,293	46,950	8,459,602
Thomas W. Toomey	297,285,411	13,168,546	53,902	8,459,602

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
213,004,891	97,164,665	338,303	8,459,602

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, 2026, by the votes indicated below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
304,753,929	14,149,801	63,731	N/A

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.

May 27, 2026	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

FAQ

What did UDR (UDR) shareholders vote on at the May 2026 Annual Meeting?

Shareholders voted on electing eight directors, approving executive compensation on an advisory basis, and ratifying Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. All three proposals received sufficient shareholder support and were approved.

Were all UDR (UDR) director nominees elected at the 2026 Annual Meeting?

Yes, all eight UDR director nominees were elected. Each nominee received more votes for than against, along with a number of abstentions and broker non-votes. The elected directors will serve until the company’s 2027 annual meeting or until their respective successors are duly elected and qualified.

How did UDR (UDR) shareholders vote on executive compensation in 2026?

Shareholders approved UDR’s executive compensation on an advisory basis, with 213,004,891 votes for, 97,164,665 against, and 338,303 abstentions, plus 8,459,602 broker non-votes. This “say-on-pay” vote reflects shareholder feedback on compensation disclosed in the company’s proxy statement for the Annual Meeting.

Did UDR (UDR) shareholders ratify Ernst & Young LLP as auditor for 2026?

Yes, shareholders ratified the appointment of Ernst & Young LLP as UDR’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 304,753,929 for, 14,149,801 against, and 63,731 abstentions, with broker non-votes not applicable for this proposal.

Which classes of UDR (UDR) shares were entitled to vote at the 2026 Annual Meeting?

UDR’s voting securities included common stock and two preferred series. Specifically, 325,894,021 common shares, 2,600,678 shares of Series E preferred stock, and 10,026,490 shares of Series F preferred stock were issued, outstanding, and entitled to vote on the Annual Meeting proposals as of March 23, 2026.

Filing Exhibits & Attachments

4 documents