0001104659-11-038712.txt : 20110713 0001104659-11-038712.hdr.sgml : 20110713 20110712173539 ACCESSION NUMBER: 0001104659-11-038712 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110711 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110713 DATE AS OF CHANGE: 20110712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVALONBAY COMMUNITIES INC CENTRAL INDEX KEY: 0000915912 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 770404318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12672 FILM NUMBER: 11964562 BUSINESS ADDRESS: STREET 1: 671 N. GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: 7033296300 MAIL ADDRESS: STREET 1: 671 N. GLEBE ROAD STREET 2: STE 800 CITY: ARLINGTON STATE: VA ZIP: 22203 FORMER COMPANY: FORMER CONFORMED NAME: AVALON BAY COMMUNITIES INC DATE OF NAME CHANGE: 19980618 FORMER COMPANY: FORMER CONFORMED NAME: BAY APARTMENT COMMUNITIES INC DATE OF NAME CHANGE: 19931208 8-K 1 a11-17461_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) July 11, 2011

 

AVALONBAY COMMUNITIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-12672

 

77-0404318

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

671 N. Glebe Road, Suite 800, Arlington, Virginia

 

22203

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (703) 329-6300

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 11, 2011, the Board of Directors of AvalonBay Communities, Inc. voted to appoint Alan B. Buckelew to the Board of Directors, effective September 13, 2011.  A press release announcing his appointment is attached as Exhibit 99.1.

 

Mr. Buckelew is the Chief Executive Officer and President of Princess Cruises, Inc.  In addition to overseeing the brand and operations of Princess Cruises as CEO since 2007 and as President since 2004, Mr. Buckelew also served as Chief Operating Officer for Cunard Line from 2004 to 2007.

 

Mr. Buckelew will serve as an independent director and has not been appointed to any Board committees at this time.  Upon joining the Board, Mr. Buckelew will receive a stock award of 651 shares of Common Stock, to be awarded under a restricted stock agreement in substantially the same form used for current non-employee directors of the Company.  Of such shares, 20% will be vested immediately, and the remaining 80% will vest in four equal annual installments on May 18 of each of the next four years.  Mr. Buckelew will also receive the same cash compensation as is paid to other directors of the Company after September 13, 2011.

 

In connection with Mr. Buckelew’s appointment to the Board of Directors, the Company anticipates that it will enter into an Indemnification Agreement with Mr. Buckelew in substantially the same form previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

In connection with this appointment, the Board of Directors also changed the size of the Board from eight to nine directors.

 

ITEM 9.01                                     Financial Statements and Exhibits

 

(c)                                  Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of AvalonBay Communities, Inc. dated July 12, 2011. (Filed herewith)

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AVALONBAY COMMUNITIES, INC.

 

 

 

July 12, 2011

 

 

 

By:

/s/ Thomas J. Sargeant

 

Name:

Thomas J. Sargeant

 

Title:

Chief Financial Officer

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated July 12, 2011

 

4

 EX-99.1 2 a11-17461_1ex99d1.htm EX-99.1

Exhibit 99.1

 

AVALONBAY COMMUNITIES, INC. ANNOUNCES APPOINTMENT OF ALAN B. BUCKELEW AS NEW INDEPENDENT DIRECTOR

 

ALEXANDRIA, VA (July 12, 2011) — AvalonBay Communities, Inc. (NYSE: AVB) announced today that Alan B. Buckelew has been appointed to the Company’s Board of Directors, effective September 13, 2011.  Mr. Buckelew will serve as an independent director of the Company.

 

Mr. Buckelew is the Chief Executive Officer and President of Princess Cruises, Inc.  In addition to overseeing the brand and operations of Princess Cruises as CEO since 2007 and as President since 2004, Mr. Buckelew also served as Chief Operating Officer for Cunard Line from 2004 to 2007.  Prior to these roles, Mr. Buckelew served from 2000 to 2004 as Executive Vice President of Corporate Services for Princess Cruises, with responsibility for the Company’s strategic planning, marketing and yield management functions.

 

“I am pleased to welcome Alan to the AvalonBay Board of Directors,” said Bryce Blair, Chairman of the Board and CEO.  “Alan has significant experience as a chief executive in an industry that, like multifamily apartment communities, is capital intensive and consumer-driven.  We look forward to benefiting from his counsel and experience on a variety of matters, including strategic matters, customer segmentation and brand management.”

 

About AvalonBay Communities, Inc.

 

As of March 31, 2011, the Company owned or held a direct or indirect ownership interest in 187 apartment communities containing 55,027 apartment homes in ten states and the District of Columbia, of which 11 communities were under construction and nine communities were under reconstruction. AvalonBay is an equity REIT in the business of developing, redeveloping, acquiring and managing apartment communities in high barrier to entry markets of the United States.  More information on AvalonBay, an S&P 500 listed Company, may be found on the Company’s website at http://www.avalonbay.com.