Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2021, Kevin C. Nickelberry was appointed to the Board of
Directors (the "Board") of UDR, Inc. (the "Company"), effective September 10,
2021. There are no arrangements or understandings between Mr. Nickelberry and
any other persons regarding his appointment to the Board. Pursuant to the
Company's Amended and Restated Bylaws, the number of directors on the Board was
increased from nine to ten by resolutions adopted by the Board prior to Mr.
Nickelberry's appointment. In addition, the Board appointed Mr. Nickelberry to
serve on the Audit and Risk Management Committee of the Board and the Governance
Committee of the Board.
Mr. Nickelberry is an independent director as defined under the listing
standards of the New York Stock Exchange. There are no related person
transactions, within the meaning of Item 404(a) of Regulation S-K promulgated by
the Securities and Exchange Commission between Mr. Nickelberry and the Company
or any of its subsidiaries.
In connection with his appointment, Mr. Nickelberry will be eligible for
compensation under the Company's independent director compensation program.
Under the program, each independent director (other than the Lead Independent
Director) receives an annual retainer fee of $80,000 as well as an annual grant
of $160,000 in value of shares of restricted stock, Class 1 LTIP Units or Class
1 Performance LTIP Units. Each independent director has the option to receive
the cash portion of his or her compensation in cash, in restricted stock, in
Class 1 LTIP Units, in Class 1 Performance LTIP Units or in a combination
thereof. Given the timing of his appointment to the Board, Mr. Nickelberry will
receive a pro rated portion of the compensation provided for under the
independent director program. The Company will enter into an indemnification
agreement with Mr. Nickelberry in the form of the Company's standard form of
indemnification agreement. Such form of indemnification agreement was described
in the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 10, 2016, and is included as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
The Company's press release announcing the appointment of Mr. Nickelberry is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Ex. No. Description
10.1 Indemnification Agreement between the Company and Mr. Nickelberry
dated September 10, 2021 .
99.1 Press Release .
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded
within the Inline XBRL document
© Edgar Online, source Glimpses