AvalonBay Communities, Inc. filed a Form 8-K on August 12, 2026, reporting the final voting results from a Special Meeting of Stockholders held that same day, at which stockholders approved the proposed merger of AvalonBay with and into Canopy Merger Sub LLC, a wholly owned subsidiary of Equity Residential.

Key Highlights

  • Record date shares: As of July 9, 2026, there were 141,875,623 issued and outstanding shares of common stock entitled to vote.
  • Shares present: A total of 127,281,794 shares were present virtually or by proxy at the Special Meeting.
  • Merger Proposal approved: 126,457,745 votes for, 51,666 against, and 772,383 abstentions.
  • Merger-Related Compensation Proposal approved: 125,634,602 votes for, 938,901 against, and 708,291 abstentions.
  • Adjournment Proposal approved: 116,027,319 votes for, 10,475,534 against, and 778,941 abstentions.
  • Merger Agreement dated: May 20, 2026, among AvalonBay, Equity Residential, ERP Operating Limited Partnership, and Canopy Merger Sub LLC.

AvalonBay Special Meeting: Three Proposals and Final Vote Counts

According to the filing, AvalonBay Communities, Inc. (NYSE:AVB) held its Special Meeting of Stockholders on August 12, 2026. The record date for the meeting was July 9, 2026, at which time 141,875,623 shares of common stock, par value $0.01 per share, were issued, outstanding, and entitled to vote. Of those shares, 127,281,794 were represented virtually or by proxy at the meeting.

Stockholders considered three proposals at the Special Meeting, each described in detail in the Company's definitive joint proxy statement/prospectus filed with the SEC on July 13, 2026, and as amended and supplemented by the Company's Current Report filed with the SEC on July 31, 2026. The primary proposal sought approval of the merger of the Company with and into Canopy Merger Sub LLC, a direct, wholly owned subsidiary of Equity Residential, under the terms of the Merger Agreement dated May 20, 2026. The filing disclosed that this Merger Proposal received 126,457,745 votes in favor, 51,666 votes against, and 772,383 abstentions.

The second proposal, described as a non-binding, advisory vote on compensation that may be paid or become payable to the Company's named executive officers in connection with the merger transactions, received 125,634,602 votes in favor, 938,901 against, and 708,291 abstentions. The third proposal, which would have authorized adjournment of the Special Meeting if additional proxies were needed, received 116,027,319 votes in favor, 10,475,534 against, and 778,941 abstentions. The filing also noted that on August 12, 2026, the Company and Equity Residential issued a joint press release announcing the results of both companies' special meetings held that day.

What Was Disclosed

AvalonBay Communities reported final stockholder vote results from its August 12, 2026 Special Meeting, at which all three proposals - the merger with Equity Residential, related executive compensation, and a potential adjournment - received stockholder approval.