Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2017, the Board of Directors (the Board) of AvalonBay Communities, Inc. (the Company) voted to appoint Stephen P. Hills to the Board, effective September 12, 2017.
In January 2016, Mr. Hills joined the Georgetown University Law Center, where he is the Founding Director of the law schools Business Law Scholars Program. Prior to joining Georgetown Law, Mr. Hills worked for 28 years with
The Washington Post
, where he had served from 2002 to the end of 2015 as President and General Manager. Mr. Hills holds degrees from Yale University and Harvard Business School.
The Companys Board has determined that Mr. Hills will be considered an independent director. He has not been assigned to any Board committees at this time. A press release announcing his appointment is attached as Exhibit 99.1.
Mr. Hills will receive a grant of restricted stock (or, if timely elected, restricted stock units) on October 11, 2017 (his 30
th
day of service on the Board) consisting of a number of shares with a value equal to $91,726 based on the closing price of the Companys common stock on the New York Stock Exchange on that date, to be awarded under a restricted stock or restricted stock unit agreement in substantially the same form used for current non-employee directors of the Company. This amount represents a pro rata portion of the annual retainer paid to other non-employee directors following the 2017 Annual Meeting of Stockholders. Such shares or units will vest in three equal installments on December 1, 2017, March 1, 2018, and May 17, 2018 (or, if earlier, the day prior to the 2018 Annual Meeting). Mr. Hills will also receive a payment of $17,582 in cash (or, if timely elected, restricted stock units valued as described above) on December 1, 2017, representing a pro rata portion of the quarterly payment made to other non-employee directors. Thereafter, Mr. Hills will receive the same compensation as other non-employee directors, including quarterly payments of $20,000 in cash or, if timely elected, restricted stock units on the same schedule as other directors.
In connection with Mr. Hills appointment to the Board, the Company anticipates that it will enter into an Indemnification Agreement with Mr. Hills in substantially the same form previously filed with respect to other directors as an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2016.
In connection with this appointment, the Board of Directors also changed the size of the Board from ten to eleven directors.