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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 15, 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: (720283-6120

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 15, 2025.  At the Annual Meeting, the Company’s shareholders voted on the election of nine 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, 2025.

As of March 17, 2025, the record date for the Annual Meeting, there were 331,181,768 shares of the Company’s common stock, 2,600,678 shares of its Series E preferred stock, and 10,374,696 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 nine 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 nine persons as directors of the Company, each to serve as such until the Company’s annual meeting of shareholders to be held in 2026, or until his or her respective successor is duly elected and qualified:

Name

Votes For

Votes Against

Abstentions

Broker Non-Votes

Katherine A. Cattanach

273,537,362

31,283,614

51,200

8,741,359

Jon A. Grove

281,368,696

23,443,985

59,495

8,741,359

Mary Ann King

301,610,050

2,377,929

884,197

8,741,359

Clint D. McDonnough

304,542,440

273,011

56,725

8,741,359

Robert A. McNamara

289,966,260

14,842,744

63,172

8,741,359

Diane M. Morefield

300,960,646

3,049,085

862,445

8,741,359

Kevin C. Nickelberry

302,336,011

1,661,905

874,260

8,741,359

Mark R. Patterson

287,473,609

17,275,152

123,415

8,741,359

Thomas W. Toomey

289,835,856

14,979,862

56,458

8,741,359

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

284,177,170

20,132,812

562,194

8,741,359

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, 2025, by the votes indicated below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

296,927,313

16,615,633

70,589

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 20, 2025

By:

 /s/ Joseph D. Fisher

 Joseph D. Fisher

 President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)