Form 8-K

8-K — AVALONBAY COMMUNITIES INC

Accession: 0001104659-26-065770

Filed: 2026-05-22

Period: 2026-05-20

CIK: 0000915912

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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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):

May 20, 2026

AVALONBAY

COMMUNITIES, INC.

(Exact name of registrant as specified in its

charter)

Maryland

(State or other jurisdiction

of incorporation

or organization)

1-12672

(Commission File

Number)

77-0404318

(I.R.S. Employer

Identification No.)

4040 Wilson Blvd., Suite 1000

Arlington,

Virginia 22203

(Address of principal executive offices)(Zip

code)

(703)

329-6300

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed

since last report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17

CFR 230.425)

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

240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.01 per share

AVB

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or

Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory

Note

This Current Report on Form 8-K discusses

actions of the stockholders of AvalonBay Communities, Inc. (the “Company”) at the 2026 Annual Meeting of Stockholders of the

Company (the “Annual Meeting”), including the adoption of a new equity incentive plan to replace a prior plan that was nearing

its expiration, as well as the related filing of a registration statement on Form S-8 to register the shares approved for issuance under

the new equity incentive plan.

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

Certain Officers.

As described below in Item 5.07 of this Current

Report on Form 8-K, on May 20, 2026, at the Annual Meeting, the stockholders of the Company approved the Company’s 2026 Equity Incentive

Plan (the “2026 Plan”). The 2026 Plan replaced the Company’s Second Amended and Restated 2009 Equity Incentive Plan

(the “Prior Plan”), which was last approved by stockholders in 2017 and was nearing its expiration date. Upon effectiveness

of the 2026 Plan, no awards may be granted under the Prior Plan.

The maximum number of shares of common stock

reserved for issuance under the 2026 Plan is 4,000,000. The 2026 Plan will be the primary vehicle for granting equity awards to eligible

employees, directors, and other service providers, ensuring that the Company can continue to grant equity awards to eligible recipients

at levels determined to be appropriate by the Company’s board of directors (the “Board”) and/or the compensation committee

of the Board (the “Compensation Committee”). The 2026 Plan was approved by the Board on February 26, 2026, upon the recommendation

of the Compensation Committee and subject to stockholder approval, and became effective upon receipt of stockholder approval at the Annual

Meeting.

In connection with the approval of the 2026

Plan, the Company is required to file a registration statement on Form S-8 with the Securities and Exchange Commission (the “SEC”)

to register the shares of common stock reserved for issuance under the 2026 Plan. The Company also intends to file a post-effective amendment

to certain previously filed registration statements on Form S-8 to deregister shares of common stock remaining available for issuance

under the Prior Plan that may no longer be issued thereunder.

A detailed summary of the material features

of the 2026 Plan is set forth in Proposal 3 of the Company’s definitive proxy statement filed with the SEC on April 6, 2026, which

description is incorporated herein by reference. The foregoing description of the 2026 Plan is qualified in its entirety by reference

to the full text of the 2026 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on

May 20, 2026. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. At the meeting,

holders of the Company’s common stock were asked to consider and vote upon (1) the election of 12 directors to serve until

the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, (2) the adoption of a resolution to

approve, on a non-binding, advisory basis, the compensation of certain executive officers of the Company, as described in the Company’s

proxy statement, (3) the approval of the 2026 Plan, and (4) the ratification of the selection of Ernst & Young LLP to serve as

the Company’s independent auditors for the fiscal year ending December 31, 2026.

Each share of common stock was entitled to

one vote with respect to matters submitted to a vote of the Company’s stockholders, and the voting results reported below are final.

Proposal 1

Each of the Company’s nominees for director

as listed in the proxy statement was re-elected as shown in the table below.

Nominee:

For

Against

Abstain

Broker Non-votes

Glyn F. Aeppel

122,179,388

2,843,729

544,713

4,800,535

Terry S. Brown

122,097,227

2,925,679

544,924

4,800,535

Conor C. Flynn

124,730,295

292,582

544,953

4,800,535

Ronald L. Havner, Jr.

123,338,428

1,684,624

544,778

4,800,535

Stephen P. Hills

122,050,649

2,972,396

544,785

4,800,535

Christopher B. Howard

116,183,259

8,567,901

816,670

4,800,535

Richard J. Lieb

124,844,192

179,374

544,264

4,800,535

Nnenna Lynch

124,959,209

64,041

544,580

4,800,535

Charles E. Mueller, Jr.

124,499,133

524,135

544,562

4,800,535

Timothy J. Naughton

120,966,734

4,047,034

554,062

4,800,535

Benjamin W. Schall

124,681,096

341,833

544,901

4,800,535

Susan Swanezy

120,566,447

4,377,646

623,737

4,800,535

Proposal 2

Stockholders approved the compensation paid

to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K. 119,464,870 votes were cast

in favor of approval of such compensation, 5,518,957 votes were cast against, and there were 584,003 abstentions. There were 4,800,535

broker non-votes with respect to Proposal 2.

Proposal 3

Stockholders approved the 2026 Plan, as presented

in the Company’s proxy statement. 120,822,121 votes were cast in favor of approval of the 2026 Plan, 4,185,496 votes were

cast against, and there were 560,213 abstentions. There were 4,800,535 broker non-votes with respect to Proposal 3.

Proposal 4

Stockholders ratified the selection of Ernst &

Young LLP as the Company’s independent auditors for fiscal year 2026. 123,705,217 votes were cast in favor of ratifying the

selection of Ernst & Young LLP, 6,650,693 votes were cast against, and there were 12,455 abstentions. There were no broker non-votes

with respect to Proposal 4.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1

AvalonBay Communities, Inc. 2026 Equity Incentive Plan, incorporated by reference to Appendix II to the Company’s definitive Proxy

Statement on Schedule 14A filed on April 6, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: May 22, 2026

By:

/s/ Kevin P. O’Shea

Kevin P. O’Shea

Chief Financial Officer

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