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Corporate Responsibility

Corporate Governance

Our Commitment to

Corporate Governance


We believe that effective and transparent corporate governance is critical to our long-term success, as well as to our ability to create shareholder value. At UDR, we frequently review our corporate governance policies, monitor emerging developments in corporate governance, and enhance our policies.

Governance Highlights

Shareholder Rights

  • Annual election of all directors
  • Majority voting in uncontested director elections
  • Proxy access for eligible director candidates nominated by eligible shareholders
  • No shareholder rights plan (Poison Pill)
  • Confidential Voting
  • No material restrictions on shareholders’ right to call a special meeting
  • Shareholder engagement with holders of approximately 80.4% of outstanding shares in 2018
  • Ability for shareholders to propose binding bylaw amendments

Independent Oversight

  • Strong Lead Independent Director role with clearly articulated responsibilities
  • Audit, Compensation, Governance and Nominating Committees consist entirely of independent directors
  • All directors are independent, except the Chairman and Chief Executive Officer
  • Independent directors meet regularly in executive session

Good Governance

  • Extensive board dialogue with formal processes for shareholder engagement
  • Annual board and committee self-evaluations
  • Annual individual director evaluation process
  • Periodic continuing education for directors
  • All Directors Attended at Least 75% of meetings held
  • Annual advisory approval of named executive officer compensation
  • Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers
  • Stock Ownership Guidelines for Executive Officers and Directors
  • Prohibition on Hedging Transactions
  • Pledging Transactions Prohibited Without Prior Approval
  • Policy on Recoupment of Performance-Based Incentives

2018 Corporate Responsibility Report