Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 10, 2022, the Board of Directors (the "Board") of AvalonBay
Communities, Inc. ("AvalonBay" or the "Company") voted to appoint Timothy J.
Naughton, currently Executive Chairman of the Board, to the position of
non-executive Chairman of the Board, effective January 1, 2023. As non-executive
Chairman, Mr. Naughton will no longer be an employee or executive officer of
AvalonBay and will serve on the Board as a non-independent, non-employee
director. Benjamin W. Schall, Chief Executive Officer and President, will
continue to report directly to the Board. The transition of Mr. Naughton to
non-executive Chairman completes the transition of management leadership that
began with the hiring of Mr. Schall as President, which was announced in
December 2020. The Board expects to re-nominate Mr. Naughton for re-election to
the Board at AvalonBay's 2023 Annual Meeting of Stockholders and, if elected, to
reappoint him to the position of non-executive Chairman of the Board following
the annual meeting.
Mr. Naughton will receive, for his service on the Board after January 1, 2023,
the same annual retainer as other non-employee directors plus, for his service
as non-executive Chairman of the Board, an additional cash retainer of $250,000
per year paid at the rate of $62,500 per quarter. For his service on the Board
from January 1, 2023 until the 2023 Annual Meeting of Stockholders, Mr.
Naughton's retainers for his service as a non-employee director and as
non-executive Chairman will be prorated. As with other non-employee directors,
if a proper election is made, Mr. Naughton is permitted to receive deferred
stock units in lieu of all or a portion of the cash or AvalonBay common stock
Mr. Naughton will receive in 2023.
Mr. Naughton's outstanding restricted stock, stock options and performance
awards will continue to vest on their regular schedule during Mr. Naughton's
service on the Board as a non-employee director. In the ordinary course
following the end of 2022, Mr. Naughton will receive his cash and restricted
stock bonus for his service as an executive officer during 2022 and his
outstanding 2020-2022 performance award will be earned and settled in accordance
with the terms of the related award agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 10, 2022, the Board voted to amend the Company's Bylaws, as amended,
to more clearly contemplate that a Chairman of the Board may be an officer or a
non-officer of the Company. The amendment to the Bylaws became effective
immediately.
The description of the amendment is qualified by reference to the full text of
the amendment to the Bylaws, which is attached as an exhibit to this report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Fourth Amendment to Amended and Restated Bylaws of AvalonBay Communities,
Inc., dated November 10, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document). (Filed herewith.)
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AVALONBAY COMMUNITIES, INC. 
