Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.




At its Annual Meeting of Stockholders held on May 12, 2020, the stockholders of
AvalonBay Communities, Inc. (the "Company") approved an amendment to the
Company's Amended and Restated Articles of Incorporation, as amended (the
"Charter"), to reduce the required stockholder vote for amendment of the Charter
and other extraordinary actions to a majority of all votes entitled to be cast
on the matter. Following receipt of this approval, on May 14, 2020, the Company
filed articles of amendment to its Charter, in the form attached hereto as
Exhibit 3(i).4, with the state of Maryland and is awaiting confirmation of its
effectiveness as of that day.

The amendment provides that the required vote for approval of future amendments to the Charter and any merger, consolidation, conversion, sale of all or substantially all of the Company's assets, statutory share exchange or dissolution be a majority of the votes entitled to be cast on the matter (decreased from two-thirds of votes entitled to be cast on the matter).





The information in this Item 5.03 is being filed voluntarily by the Company;
Item 5.03 does not require a report in cases where the registrant has disclosed
a proposal for an amendment to its articles of incorporation in a proxy
statement filed by the registrant.  The Company previously described the
proposed amendment in its definitive   proxy statement on Form 14A, which was
filed with the Securities and Exchange Commission on March 31, 2020.


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




The Company held its Annual Meeting of Stockholders on May 12, 2020. Proxies
were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934.
At the meeting, holders of the Company's stock were asked (1) to elect ten
directors to serve until the 2021 Annual Meeting of Stockholders and until their
successors are elected and qualified, (2) to ratify the appointment of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 2020, (3) to cast a non-binding, advisory vote upon the
compensation of executive officers of the Company, as described in the Company's
proxy statement; and (4) to consider and vote upon approval of an amendment to
the Company's Amended and Restated Articles of Incorporation, as amended, to
reduce the required stockholder vote for amendment of the Charter and other
extraordinary actions to a majority of all votes entitled to be cast on the
matter.

Each share of common stock was entitled to one vote with respect to matters submitted to a vote of the Company's stockholders, and the voting results reported below are final.





Proposal 1

Each of the Company's nominees for director as listed in the proxy statement was re-elected as shown in the table below.


Nominee:                                 Votes "For"       Votes "Against"      Abstentions       Broker Non-votes
Glyn F. Aeppel                            122,102,338             3,680,498           44,348              4,249,126
Terry S. Brown                            121,031,302             4,751,164           44,718              4,249,126
Alan B. Buckelew                          125,081,557               701,032           44,595              4,249,126
Ronald L. Havner, Jr.                     112,614,134            13,173,467           39,583              4,249,126
Stephen P. Hills                          125,152,139               630,439           44,606              4,249,126
Richard J. Lieb                           113,801,276            11,981,302           44,606              4,249,126
Timothy J. Naughton                       113,910,730             9,313,526        2,602,928              4,249,126
H. Jay Sarles                             109,832,098            15,950,535           44,551              4,249,126
Susan Swanezy                             122,174,889             3,613,193           39,102              4,249,126
W. Edward Walter                          119,606,862             6,176,021           44,301              4,249,126




Proposal 2



Stockholders ratified the selection of Ernst & Young LLP as the Company's
independent auditors for fiscal year 2020. 127,946,249 votes were cast in favor
of ratifying the selection of Ernst & Young LLP, 2,096,582 votes were cast
against, and there were 33,479 abstentions. There were no broker non-votes

with
respect to Proposal 2.









Proposal 3



Stockholders approved the compensation paid to the Company's named executive
officers as disclosed pursuant to Item 402 of Regulation S-K. 119,906,782 votes
were cast in favor of approval of such compensation, 5,863,903 votes were cast
against, and there were 56,499 abstentions. There were 4,249,126 broker
non-votes with respect to Proposal 3.



Proposal 4



Stockholders approved the proposed amendment to the Company's Charter to reduce
the required stockholder vote for future charter amendments and extraordinary
actions. 125,667,223 votes were cast in favor of such amendment, 114,156 were
cast against, and there were 45,805 abstentions. There were 4,249,126 broker
non-votes with respect to Proposal 4.


Item 9.01.  Financial Statements and Exhibits.



(d)  Exhibits.



    3(i).1     -     Articles of Amendment and Restatement of Articles of
                   Incorporation of the Company, dated as of June 4, 1998.
                   (Incorporated by reference to Exhibit 3(i).1 to Form 10-K of the
                   Company filed March 1, 2007.)

    3(i).2     -     Articles of Amendment, dated as of October 2, 1998.
                   (Incorporated by reference to Exhibit 3(i).2 to Form 10-K of the
                   Company filed March 1, 2007.)

                     Articles of Amendment, dated as of May 22, 2013. (Incorporated
                   by reference to Exhibit 3(i).3) to Form 8-K of the Company filed
    3(i).3     -   May 22, 2013.

                     Articles of Amendment, filed as of May 14, 2020. (Filed
    3(i).4     -   herewith.)

                   Cover Page Interactive Data File (embedded within the Inline
  104              XBRL document).

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