🧾 What This Document Is

This is UDR’s 2026 Proxy Statement — a formal notice and information package for shareholders ahead of the Annual Meeting on May 21, 2026. It explains what shareholders will vote on, who the directors are, how executives are paid, and how the company is run. Think of it as the company’s annual “report card” and “game plan” rolled into one.

🏢 What The Company Does

👉 In simple terms, UDR is a giant landlord. They own, operate, and develop apartment communities across the U.S. They’re an S&P 500 company with about $20 billion in enterprise value and over 60,000 apartment homes in 21 markets. Their goal is to deliver strong returns to shareholders by being best-in-class operators and smart capital allocators.

💰 Financial & Operational Highlights (2025)

UDR had a strong 2025, pointing to several key wins:

Growth: Generated the 2nd highest FFOA per share growth among peers.
Acquisitions: Completed $330 million in acquisitions, adding 884 homes.
Innovation Payoff: Achieved an all-time low associate turnover of 19% (vs. 34% industry avg.), which directly boosts cash flow.
Shareholder Returns: Paid its 213th consecutive dividend (annualized payout up 1.2% from 2024).
Share Buybacks: Repurchased ~$118 million of its own stock at what it calls a "sizeable discount."

👉 Why it matters: These results show UDR is executing on its strategy of operational excellence and disciplined investing, which is the engine for long-term shareholder returns.

🚀 Key Moves & Board Changes

The company is actively refreshing its leadership to prepare for the future:

New Executives: Hired Dave Bragg as CFO and Keith Benson as Chief Legal Officer in 2025.
Board Refresh: Two long-tenured directors retired. New directors Ric Clark (real estate veteran) and Ellen Goitia (accounting/governance expert) were added.
2026 Outlook: Sees major tailwinds: apartment supply is dropping fast (-35% in 2026), residents are financially healthy, and buying a home remains very expensive relative to renting.

👉 Why it matters: Fresh perspectives on the board and in the C-suite can help a company adapt to new challenges and opportunities. The slowing supply of new apartments is a huge positive for UDR's existing portfolio.

📦 What Shareholders Are Voting On

There are three main proposals:

Elect 8 Directors: Including the two new members, Clark and Goitia. The board recommends voting FOR all.
"Say-on-Pay": An advisory vote on executive compensation. The board recommends voting FOR, highlighting that pay is tied to performance metrics like FFO growth and shareholder return.
Ratify Auditors: Approve Ernst & Young LLP as the independent accounting firm for 2026. Total audit fees were ~$1.44 million in 2025. The board recommends voting FOR.

👉 Why it matters: Your vote shapes the company's leadership and oversight. The "Say-on-Pay" vote is your chance to voice approval (or concern) about how top executives are compensated.

⚖️ Corporate Governance & Executive Pay

UDR emphasizes strong governance and performance-linked pay:

Performance-Based Pay: Zero time-based (guaranteed) equity awards for executives. Pay is tied to metrics like 3-year total shareholder return vs. peers and FFO growth.
Strong Oversight: Board has 7 independent directors out of 8 nominees. They meet regularly without management.
Shareholder-Friendly: No "poison pill," majority voting for directors, and proxy access for shareholders.
2025 Earned Compensation: For example, CEO Tom Toomey earned $9.93 million in 2025 (vs. $9.39 million reported under accounting rules), reflecting actual performance.

👉 Why it matters: This structure aims to ensure executives think and act like owners, directly linking their wallet to your success as a shareholder.

🌍 Human Capital & Sustainability

UDR highlights its focus on people and the planet:

Culture & Engagement: Associate engagement survey participation was 81%. Introduced "Life@UDR" culture platform.
Diversity Data: Provided detailed EEO-1 workforce composition and pay equity data.
Sustainability Progress: Reduced Scope 1 & 2 emissions intensity by 22% since 2020 (on track for 40% reduction by 2035). Installed over 900 EV charging ports.

👉 Why it matters: Engaged employees lead to better service and lower turnover. Strong sustainability practices reduce risk and can lower operating costs, which directly impacts the bottom line.

🔮 What's Next

UDR enters 2026 feeling confident. Their priorities are:

Capitalize on the fading new apartment supply wave to drive rent growth.
Continue recycling capital—selling properties and buying better ones.
Maintain a strong, low-cost balance sheet to fund growth and weather any economic storms.
Leverage data and innovation to keep operational costs low and resident satisfaction high.

⚖️ Big Picture: Strengths & Risks

👍 Strengths: Best-in-class operations (leading to low turnover), strong balance sheet, smart capital allocation, and a portfolio positioned for improving market fundamentals.
⚠️ Risks: Macro-economic uncertainty (a recession could hurt rent growth), potential for operating costs to rise faster than rents, and competition from other landlords.

🧠 The Analogy

UDR’s annual proxy is like a well-maintained apartment community’s resident handbook and update. It lays out the house rules (governance), introduces the property management team (board & executives), shows how the staff are incentivized to keep you happy (compensation), and reports on recent upgrades and plans for the year (performance & strategy). Your vote is like a tenant survey—your direct feedback on how things are run.

📇 Key Contacts & People

Thomas W. Toomey: Chairman, President & CEO
David D. Bragg: Senior VP & CFO
Keith Benson: Senior VP & Chief Legal Officer
Warren L. Troupe: Corporate Secretary
For meeting/voting inquiries: Call 1-800-690-6903 or visit www.proxyvote.com

🧩 Final Takeaway

UDR is using this proxy to showcase a year of solid operational performance and proactive leadership refreshment. They are strongly advocating for shareholders to re-approve their directors and executive pay plan, arguing that their strategy and team are well-positioned to thrive as market conditions improve in 2026 and beyond. Your vote endorses this direction.

UDR, Inc. — DEF 14A Filing