UDR (UDR) Proxy Filing summary

Executive summary

• Achieved 18.3% total shareholder return in 2024, outperforming the NAREIT Equity REIT Index by 960 basis points.

• Increased annual dividend for the 15th consecutive year, with a 1.2% rise for 2025.

• Maintained a BBB+/Baa1 investment grade rating and over $1 billion in liquidity.

• Completed two development projects totaling 415 apartment homes and expanded the redevelopment pipeline.

• Named a 2024 Top Workplace in Real Estate, received LEED Homes Award, and listed among America's Most Responsible Companies.

Voting matters and shareholder proposals

• Shareholders to vote on election of 9 directors, advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditor.

• Board recommends a vote “FOR” all proposals.

• Proxy access allows eligible shareholders to nominate directors.

Board of directors and corporate governance

• Board comprises 9 nominees, 44% diverse, with an average tenure of 13.3 years; 8 of 9 are independent.

• Combined Governance and Nominating Committees for efficiency.

• Lead Independent Director role transitions from James D. Klingbeil to Jon A. Grove after the meeting.

• Board and committees conduct annual self-evaluations and maintain robust governance practices.

• Shareholder rights include annual director elections, majority voting, proxy access, and no poison pill.