udr_current_Proxy Card - DEF A 14A




Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )


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Check the appropriate box:






Preliminary Proxy Statement








Definitive Proxy Statement



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Definitive Additional Materials




Soliciting Material Pursuant to §240.14a-12


UDR, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):







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No fee required.


Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.






Title of each class of securities to which transaction applies:






Aggregate number of securities to which transaction applies:






Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):






Proposed maximum aggregate value of transaction:






Total fee paid:


Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.






Amount Previously Paid:






Form, Schedule or Registration Statement No.:






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Date Filed:




*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 16, 2019.




         UDR, Inc.




Meeting Information







Meeting Type:          Annual Meeting







For holders as of:   March 18, 2019







Date: May 16, 2019        Time: 10:00 a.m., Local Time



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Location:  Hermitage Hotel Nashville






        231 6th Avenue North






        Nashville, TN 37219







You are receiving this communication because you hold shares in the company named above.

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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).






We encourage you to access and review all of the important information contained in the proxy materials before voting.







See the reverse side of this notice to obtain proxy materials and voting instructions.













—  Before You Vote  —

How to Access the Proxy Materials






Proxy Materials Available to VIEW or RECEIVE:










How to View Online:



Have the information that is printed in the box marked by the arrow Image - Image3.jpeg  (located on the following page) and visit: www.proxyvote.com.




How to Request and Receive a PAPER or E-MAIL Copy:



If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:



1) BY INTERNET:        www.proxyvote.com



2) BY TELEPHONE:    1-800-579-1639



3) BY E-MAIL*:            sendmaterial@proxyvote.com




*    If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow Image - Image3.jpeg (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 2, 2019 to facilitate timely delivery.





—  How To Vote  —

Please Choose One of the Following Voting Methods




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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.



Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow Image - Image3.jpeg (located on the following page) available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.











Voting Items




The Board of Directors recommends that you vote “FOR” each of the nominees listed in Item 1:


The Board of Directors recommends that you vote “FOR” Items 2, and 3:







To ratify the appointment of Ernst & Young LLP to serve as independent registered public accounting firm for the year ending December 31, 2019.








1a.  Katherine A. Cattanach



Advisory vote to approve named executive officer compensation.


1b.  Jon A. Grove





1c.  Mary Ann King



To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.


1d.  James D. Klingbeil



1e.  Clint D. McDonnough





1f.   Robert A. McNamara




1g.  Mark R. Patterson





1h.  Thomas W. Toomey




















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