UDR (UDR) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the Say-on-Pay Proposal regarding executive compensation at the 2026 Annual Meeting.

• Glass Lewis recommended a "FOR" vote on all proposals, including Say-on-Pay, citing fairness and pay-performance alignment.

• ISS recommended an "AGAINST" vote on Say-on-Pay, based on a one-time severance event, not ongoing practices.

• The Board unanimously recommends a "FOR" vote on Proposal No. 2 – Advisory Vote on Executive Compensation.

Executive compensation and say-on-pay

• The executive compensation program has remained consistent, with 92% of CEO target pay performance-based for 2025.

• Shareholder support for Say-on-Pay proposals has averaged 90% over the past 15 years.

• ISS acknowledged reasonable pay-for-performance alignment and low concern across all evaluation components.

• ISS's "AGAINST" recommendation was driven by a single, fully remediated severance event involving a former executive.

Board of directors and corporate governance

• The Board concluded that severance for the departing executive was necessary to secure post-employment protections.

• In February 2026, an Executive Severance Plan was adopted, establishing predefined severance terms and advance restrictive covenants.

• The new plan eliminates the need for severance negotiations at voluntary resignations and mitigates future risk.