AvalonBay Communities (AVB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 21, 2025, with voting on 11 director nominees, a non-binding advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditors for 2025.

• The company emphasizes integrity, caring, and continuous improvement as core values, and highlights strong 2024 financial performance, including 3.6% Core FFO per share growth and a 2.7% increase in Same Store Residential NOI.

• Key 2024 achievements include $1.05 billion in new development starts, $726 million in asset sales, and a 2.9% dividend increase for Q1 2025.

• The company maintained high ESG ratings, adopted ambitious emissions reduction targets, and reported 85% employee engagement.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, a non-binding advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditors.

• The board recommends voting FOR all proposals.

• Shareholders may submit proposals and director nominations for the 2026 meeting between November 3 and December 3, 2025.

Board of directors and corporate governance

• The board consists of 11 members, with 9 independent directors and a diverse mix of gender and ethnicity.

• Board refreshment is ongoing, with three new independent directors added in the past six years and term expectations for directors and committee chairs.

• The board has four committees: Audit, Compensation, Nominating, Governance and Corporate Responsibility (NGCR), and Investment and Finance.

• The Lead Independent Director role ensures independent oversight, and all committee members (except Investment and Finance) are independent.

• Annual board and committee self-evaluations are conducted, and directors are required to attend at least 75% of meetings.