UDR, Inc.

For the period ended Mar 27, 2025. Filed Mar 27, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 27, 2025 · Filed Mar 27, 2025

UDR$36.58-1.2%Stored close · as of Nov 6, 2026

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Check the appropriate box:
☑ Filed by the Registrant	☐ Filed by a Party other than the Registrant
⬜	Preliminary Proxy Statement
⬜	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☑	Definitive Proxy Statement
⬜	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 all boxes that apply):

☑	No fee required.
⬜	Fee paid previously with preliminary materials.
⬜	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

UDR At A Glance · ·
· · ·
UDR is a full-cycle investment · · 52+ Years
	that consistently generates
strong total shareholder return · · History
· (“TSR”) through innovation, · ·
· best-in-class operations, and · · S&P 500
	disciplined capital allocation.
· · · Multifamily REIT
· · ·
· · · ~$22 Billion

· · · Enterprise Value (1)
· · ·
		60,120

		Apartment Homes (2)

		21

		Markets

		3.9%

		Dividend Yield (1)

		(1) Enterprise Value and Dividend Yield as of December 31, 2024
		(2) As of December 31, 2024; excludes homes held by
		debt and preferred equity program investments



		Property on the Covers
		101 N. Meridian, Tampa, FL

UDR’S CULTUREWe cultivate a culture of curiosity and exploration, encouraging employees to explore, grow, and thrive on a journey of discovery and purpose.

UDR Values & Behaviors

We embrace a philosophy of collaboration, trust, and innovation where every individual feels welcomed, valued, proud, and empowered to do their best work. By prioritizing and enhancing the associate experience, we aim to enhance engagement levels, leading to increased customer satisfaction, higher employee retention and superior results.


	Respect			Integrity		Teamwork
We will treat each other with courtesy and fairness. We will learn from a diversity of perspectives and accept that doing so is the way to a greater balance in our lives.		We will be honest and sincere in both words and our actions, striving to do the right thing, the right way, every time.		As we work together, we share ideas to find better ways to develop effective solutions, challenge our thinking, and overcome obstacles.

		Ownership			Growth
	Our Company's success will be the result of holding ourselves accountable to meet our goals and proudly share in our victories.		We will "be our best" when we increase our skills, gain more knowledge, try new things, learn from our mistakes, and focus on the positive as we shape our future.

TABLE OF CONTENTS

Letter from Our Chairman and CEO	2
Notice of 2025 Annual Meeting of Shareholders	6
Proxy Overview	9
Proposal No. 1 Election of 10 Directors		“For”
Director Skills and Experience	27
Director Biographies	29
Corporate Governance	41
Corporate Governance Principles	41
Board Structure	42
The Board’s Role and Responsibilities	47
Board Practices, Policies and Processes	57
Compensation of Directors	60
Proposal No. 2 Advisory Vote on Executive Compensation		“For”
Compensation Committee Report	64
Executive Compensation	65
Biographical Information of Our Executive Officers	65
Compensation Discussion and Analysis	66
Executive Compensation Tables	95
CEO Pay Ratio	103
Equity Compensation Plan Information	109


Proposal No. 3 “For” Ratification of Appointment of Independent Auditor · “For”
Audit Matters	111
Audit Fees	111
Pre-Approval Policies and Procedures	111
Audit Committee Report	112
Security Ownership of Certain Beneficial Owners and Management	113
Amount and Nature of Beneficial Ownership	113
Frequently Asked Questions About the Annual Meeting	116
Other Matters	120
Delivery of Voting Materials	120
Shareholder Proposals for the 2025 Annual Meeting of Shareholder	120
Advance Notice Procedures for the 2026 Annual Meeting of Shareholders	120
Proxy Access Procedures for the 2025 Annual Meeting of Shareholders	121
Definitions	122
Appendix A: Forward Looking Statements	129




		What Is New in this Proxy Statement?●James D. Klingbeil not seeking re-election to the board and will become Chairman Emeritus effective following the conclusion of the 2025 annual meeting●Jon A. Grove appointed lead independent director effective as of the conclusion of the annual meeting●Expanded disclosure regarding our executive compensation program, including more detailed descriptions of metrics and inputs to compensation decisions●Combined the Governance Committee and the Nominating Committee to provide greater efficiency

2024 Proxy Statement	1

TO MY FELLOW SHAREHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.