Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

The Board of Directors of UDR, Inc. (the "Company") previously approved, subject to shareholder approval, the amendment and restatement of the UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated, the "Amended Plan"). At the Annual Meeting of Shareholders held on May 27, 2021 (the "Annual Meeting"), the shareholders approved the Amended Plan, which:

? increased the number of shares reserved for issuance by 16,000,000 shares from

19,000,000 shares to 35,000,000;

with respect to awards granted on or after November 12, 2020, provides for

? double-trigger vesting in connection with a change of control, rather than

single-trigger vesting, and adds a one-year minimum vesting period requirement,

subject to certain exceptions; and

in light of the elimination of the performance-based exception under Section

162(m) of the Internal Revenue Code of 1986, as amended, eliminated provisions

? relating to performance-based awards that limit the types of performance goals

that can be used for performance-based vesting conditions and that limit the

time period within which the goals must be established.

The foregoing description is qualified in its entirety by the text of the Amended Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

The Company held the Annual Meeting on May 27, 2021. At the Annual Meeting, the Company's shareholders voted on the election of nine nominated directors to serve for the ensuing year, 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, 2021, a resolution to approve, on an advisory basis, the compensation of the Company's named executive officers and a proposal to approve the Amended Plan.

As of March 29, 2021, the record date for the Annual Meeting, there were 296,815,110 shares of the Company's common stock, 2,695,363 shares of its Series E preferred stock, and 14,381,121 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 2022, or until his or her respective successor is duly elected and qualified:




Name                       Votes For     Votes Against    Abstentions    Broker Non-Votes
Katherine A. Cattanach   266,936,603        7,452,149         86,245          11,969,384
Jon A. Grove             265,331,299        9,041,410        102,288          11,969,384
Mary Ann King            272,118,143        2,275,628         81,226          11,969,384
James D. Klingbeil       251,442,490       22,929,071        103,436          11,969,384
Clint D. McDonnough      270,148,695        4,231,955         94,347          11,969,384
Robert A. McNamara       269,109,349        5,268,686         96,962          11,969,384
Diane M. Morefield       272,699,490        1,689,994         85,513          11,969,384
Mark R. Patterson        245,824,680       28,554,315         96,002          11,969,384
Thomas W. Toomey         255,315,515       15,840,099      3,319,383          11,969,384

2. 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, 2021, by the votes indicated below:






 Votes For    Votes Against   Abstentions   Broker Non-Votes
272,294,870    14,060,611       88,900            N/A

3. 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
236,202,292    37,970,085       302,620        11,969,384

4. At the Annual Meeting, the shareholders approved the proposal to approve the Amended Plan, by the votes indicated below:






 Votes For    Votes Against   Abstentions   Broker Non-Votes
262,301,177    11,987,341       186,479        11,969,384

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.





Exhibit No.   Description

10.1            UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated May
              27, 2021).

104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

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