AVB DEF 14A Report ended May 12, 2020

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1.	To elect the following ten directors to serve until the 2021 Annual Meeting of Stockholders and until their respective successors are elected and qualify: Glyn F. Aeppel, Terry S. Brown, Alan B. Buckelew, Ronald L. Havner, Jr., Stephen P. Hills, Richard J. Lieb, Timothy J. Naughton, H. Jay Sarles, Susan Swanezy and W. Edward Walter.

2.	To consider and vote upon ratification of the selection of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors to serve as the Company’s independent auditors for 2020.

3.	To consider and vote upon a resolution to approve, on a non‑binding, advisory basis, the compensation of certain executives of the Company as more fully described in the accompanying Proxy Statement.

4.	To consider and vote upon approval of an amendment to the Company’s charter to eliminate supermajority voting requirements for future charter amendments and other extraordinary actions.

5.	To transact such other business as may be properly brought before the Annual Meeting and at any postponements or adjournments thereof.

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Q.	Why am I receiving these materials and what is included in the proxy materials?

A.

The proxy materials for our 2020 Annual Meeting of Stockholders include the Notice of Annual Meeting, this proxy statement, our Annual Report to Stockholders for the year ended December 31, 2019, and the Company's Form 10-K for the year ended December 31, 2019. If you received a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form. The accompanying proxy is solicited on behalf of the Board of Directors of the Company. We are providing these proxy materials to you in connection with our 2020 Annual Meeting of Stockholders to be held on Tuesday, May 12, 2020, at 8:00 a.m., local time, at 4040 Wilson Boulevard, Arlington, Virginia 22203, and any postponements or adjournments thereof (the “Annual Meeting” or the “2020 Annual Meeting”). As a Company stockholder, you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement. Directions on how to attend the Annual Meeting in person are available on the Company’s Internet website at www.avalonbay.com.

Q.	How can I access the proxy materials electronically?

A.

This proxy statement, our 2019 Annual Report to Stockholders and our Annual Report on Form 10 ‑ K for the year ended December 31, 2019 are available online at www.proxyvote.com. Instead of receiving copies of our future annual reports, proxy statements, and proxy cards by mail, stockholders can elect to receive an email that will provide electronic links to our proxy materials and an electronic link to the proxy voting site. Choosing to receive your future proxy materials online will save us the cost of printing and mailing documents to you and help conserve natural resources. You may sign up for electronic delivery by visiting www.proxyvote.com. If you elect to receive these materials by electronic delivery, you may change your election at any time.

Q.	Who may vote at the Annual Meeting?

A.

You may vote all the shares of our common stock, par value $0.01 per share (“Common Stock”), that you owned at the close of business on March 16, 2020, the record date for determining stockholders entitled to receive notice of, and to vote on, these matters (the “Record Date”). On the Record Date, the Company had 140,734,678 shares of Common Stock outstanding and entitled to vote at the meeting. You may cast one vote for each share of Common Stock held by you on all matters.

Q.	How do I obtain admission to the Annual Meeting?

A.

If you plan to attend the Annual Meeting, we encourage you to register in advance. All meeting attendees must present government ‑ issued photo identification, such as a driver’s license or passport, at the meeting. In addition, if you are authorized to represent a corporate or institutional stockholder, you must also present written evidence that you are the authorized representative of such stockholder. Please submit your request to register on or before Friday, May 8, 2020, by mailing a request to the Company’s Corporate Secretary at 4040 Wilson Boulevard, Suite 1000, Arlington, VA 22203, or sending an email to AnnualMeeting@AvalonBay.com. Please include the following information: (a) your name and mailing address, (b) whether you need special assistance at the meeting and (c) if your shares are held for you in the name of your broker, bank or other nominee, evidence of your stock ownership (such as a current letter from your broker or a photocopy of a current brokerage or other account statement) as of March 16, 2020. The meeting facilities will open at 7:30 a.m., local time, to facilitate your registration and security clearance. For your security you will not be permitted to bring any packages, briefcases, large pocketbooks or bags into the meeting room. Also, cellular phones, audio (tape or digital) recorders, video and still cameras, pagers, laptops and other portable electronic devices as well as pets, other than service animals, may not be permitted into the meeting room. Thank you in advance for your cooperation with these rules.

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Q.	What constitutes a quorum at the Annual Meeting?

A.

The presence, in person or by proxy, of holders of a majority of all of the shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non ‑ votes” will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting. A “broker non ‑ vote” refers to a share represented at the meeting held by a broker, as to which instructions have not been received from the beneficial owner or person entitled to vote such share and with respect to which, on one or more but not all matters, the broker does not have discretionary voting power to vote such share.

Q.	What proposals will be voted on at the Annual Meeting?

A.

At the Annual Meeting, stockholders will be asked to: (1) elect ten directors of the Company, (2) consider and vote upon ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for 2020, (3) consider and vote upon a resolution to approve, on a non ‑ binding, advisory basis, the Company’s named executive officer compensation, (4) consider and vote upon a resolution to amend the Company’s Charter to reduce the required stockholder vote to amend the Charter or approve other extraordinary actions to the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter, and (5) transact such other business as may be properly brought before the Annual Meeting, in each case as specified in the Notice of Annual Meeting and more fully described in this proxy statement.

Q.	How do I vote?

A.

Whether you hold shares directly as the stockholder of record or indirectly as the beneficial owner of shares held for you by a broker or other nominee (i.e., in “street name”), you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares you hold in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone or, if you request printed copies of the proxy materials, by mail. Please refer to the summary instructions below and those included on your proxy card or, for shares you hold in street name, the voting instruction card provided by your broker or nominee.

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Q.	What is householding?

A.

If you and other residents at your mailing address own shares of Common Stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one annual report, notice of annual meeting and proxy statement. This procedure is known as “householding” and is intended to reduce the volume of duplicate information stockholders receive and also reduce our printing and postage costs. If you consented or were deemed to have consented to householding, your broker, bank or other nominee may send one copy of our annual report, notice of annual meeting and proxy statement to your address for all residents that own shares of Common Stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our annual report, notice of annual meeting and proxy statement, you may be able to request householding by contacting your broker, bank or other nominee.

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1.

Delete the third paragraph of Section 10.2 of Article X of the Charter, which, in summary, provides that certain provisions of the Charter may be amended by the vote of a majority of the votes entitled to be cast on the matter while the amendment of other provisions of the Charter requires the vote of at least two-thirds of the votes entitled to be cast on the matter. By deleting Section 10.2, the required stockholder vote to approve all amendments to the Charter will be a majority of the votes entitled to be cast on the matter. The third paragraph of Section 10.2, which will be deleted if this proposal is approved, reads in its entirety as follows:

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2.

Add a new Section 10.3 of Article X of the Charter that will have the effect of requiring only the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter for the approval of all amendments to the Charter and all Extraordinary Transactions It should be noted that Section 6.4 of Article VI of the Charter sets forth a requirement that removal for cause (as defined in that Section) of a director requires the affirmative vote of at least 75% of the shares entitled to vote on the matter; while the amendments to the Charter being proposed will not modify that requirement, the amendments will reduce, to a majority of the outstanding shares entitled to be voted on the matter, the required vote to approve an amendment to Section 6.4.

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(1)	Audit related fees include fees for services traditionally performed by the auditor such as subsidiary audits, employee benefit audits, and accounting consultation.

(2)	Tax fees include preparation and review of subsidiary tax returns and taxation advice.

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•	Attract, retain, and motivate talent within the Company,

•	Align the interests of management with the interests of stockholders,

•	Direct performance with clearly defined goals and measures of achievement, and

•	Assure that compensation is aligned with performance

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(1)	Amounts in this column reflect the cash awards made in February 2020 with respect to performance under the annual bonus program in 2019. For Mr. Horey, the amount includes the achieved stock bonus paid in cash, consistent with his retirement.

(2)	Amounts in this column reflect the value of shares of restricted stock awarded in February 2020 (i) with respect to performance under the Annual Bonus program in 2019, and (ii) for achievement under the long‑term incentive performance awards maturing on December 31, 2019, all with a value per share of $225.59, the closing price of the Company’s Common Stock on the NYSE on February 13, 2020.

(3)	Amounts in this column include the same components described in the “All Other Compensation” column of the Summary Compensation Table.

(4)	Mr. Horey retired effective January 1, 2020.

•	Pay for performance

•	Review of competitive market information when considering executive pay

•	Caps on annual and long‑term incentives

•	Limited perquisites

•	No employment agreements with officers

•	Policy on recoupment of incentive compensation (clawback policy)

•	Double-trigger equity compensation vesting in the event of a change in control

•	Director and executive officer stock ownership guidelines

•	Separate board and management compensation consultants

•	Prohibition against hedging, pledging or borrowing against Company stock by directors and officers

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(i)	the scope of the officer’s responsibilities within the Company and in relation to comparable officers at various companies within the peer group described below;

(ii)	the experience of the officer within our industry and at the Company;

(iii)	performance of the officer and his or her contribution to the Company;

(iv)	the Company’s financial budget and general level of wage increases throughout the Company for the coming year;

(v)	a review of historical compensation information for the individual officer;

(vi)	the recommendations of the Chief Executive Officer (other than with regard to his own compensation); and

(vii)	data regarding compensation paid to officers with comparable titles, positions or responsibilities at REITs that are considered by the Compensation Committee to be comparable for these purposes.

(a)	the officer’s role and experience within the Company may be different from the role and experience of comparable officers at the peer companies;

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(b)	the actual compensation for comparable officers at the peer companies may be the result of a year of over-performance or under-performance by the peer group;

(c)	the target compensation and performance goals for comparable officers at peer companies may not have the same rigor as at the Company; and

(d)	the Compensation Committee believes that ultimately the decision as to appropriate target compensation for a particular officer should be made based on the full review described above.

•	Asset Focus (multi‑family/complexity of operations): a meaningful portfolio of multi-family properties and/or intense property management operations

•	Size: defined as total capitalization (equity plus debt) within 0.5x to 2.0x of AvalonBay

•	Talent: companies with whom we could compete for talent

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•	FTSE NAREIT Apartment Total Return Index represents REITs in the multi-family housing industry across the U.S.

•	FTSE NAREIT Equity REITS Index represents a comprehensive group of REITs that spans a variety of commercial real estate space (such as retail, office, storage and multi-family) across the U.S.

–	Apartment Investment and Management Company

–	Camden Property Trust

–	Equity Residential

–	Essex Property Trust, Inc.

–	Mid ‑ America Apartment Communities, Inc.

–	Post Properties, Inc.

–	UDR, Inc.

•	Base Salary – Fixed cash compensation

•	Annual Incentive Award – Payable in cash and stock contingent upon achievement of performance measures and goals

•	Long‑Term Incentive Awards – Payable in the form of performance-based awards with pre‑established measures and goals

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•	Corporate performance, consisting of Core FFO per share, development and redevelopment NOI, development yield and management performance

•	Business unit performance (applies to all Named Executive Officers except the Chief Executive Officer)

•	Individual performance

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(1)	For target performance, 100% achievement is earned, for performance at maximum or above, 200% achievement is earned, and for threshold performance, 50% achievement is earned. For results between threshold and target, or between target and maximum, payouts shall be based on interpolation. For performance below threshold, no achievement is earned.

(2)	The absolute and relative metrics above reflect the metrics used for the awards made in 2019 for the performance period maturing on December 31, 2021.

(3)

The peers used in calculating each of the Operating Performance Metrics include: Apartment Investment and Management Company, Mid‑America Apartment Communities, Inc., Camden Property Trust, Equity Residential, Essex Property Trust, Inc., and UDR, Inc. Operating metrics for companies that are acquired during the performance period will be factored in for the portion of the performance period for which they were publicly traded companies that published operating results.

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(1)

To derive the target number of units, 60% of the target dollar value (representing the portion of the award tied to TSR Metrics) was divided by the Monte Carlo value as of February 14, 2019 (the approval date) to determine the number of units based solely on the TSR metrics ($204.15 per unit), and 40% of the target dollar value (representing the portion of the award tied to Operating Metrics) was divided by the closing price of the Common Stock on February 14, 2019 ($195.72 per share) to determine the number of units based solely on operating metrics. The shares of stock that may be issued upon settlement of awards are not subject to further additional time vesting requirements.

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1.	Sell Company equity securities short (i.e., sell Company equity securities that are not owned by the seller at the time of sale).

2.	Buy or sell securities or financial instruments that are derivatives of Company equity securities, including, without limitation, puts, calls, futures contracts and options (other than receiving employee stock options under the Company’s Stock Incentive Plan).

3.	Purchase financial instruments or engage in other transactions for the purpose of speculating in Company equity securities, including, without limitation, financial instruments and transactions designed for the purpose of providing the economic equivalent of profiting from a change in the value of Company equity securities.

4.	Purchase financial instruments or engage in other transactions for the purpose of hedging or offsetting a decrease in the price of Company equity securities, including, without limitation, prepaid variable forward contracts, equity swaps and collars."

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•	annual bonus and long‑term incentive awards are based upon pre‑existing, defined goals;

•	annual goals contain multiple financial targets, including performance against a pre‑approved budget;

•	performance goals include both absolute performance and performance relative to industry peers;

•	annual goals balance financial and non‑financial performance;

•	goals include corporate, business unit, and individual performance goals;

•	performance goals include achievement against both single year and multi-year metrics;

•	executive compensation is structured as a mix among salary, cash bonus, and equity awards;

•	equity awards vest over time or are earned based upon achievement of pre-determined goals;

•	bonus and long‑term equity programs include maximum payouts or “caps”;

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•	all unvested equity awards are forfeited upon a termination for cause or voluntary termination under certain circumstances;

•	the metrics that are included in our long‑term performance awards include a goal addressing appropriate leverage ratios;

•	achievement of metrics is not determined on an “all or nothing” basis, but rather goals may be achieved on a graduated basis based on performance against the stated target; and

•	while awards are generally made in relation to performance against specific goals, the Compensation Committee retains the discretion to adjust annual bonuses of cash and restricted stock as may be warranted by specific circumstances.

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(1)	The amounts shown as salary in column (c) reflect actual payments received in each indicated year, which may vary slightly from the salary described in the Compensation Discussion and Analysis as a result of (i) the number of pay periods in each calendar year and (ii) the fact that salary increases do not go into effect until early March of each year.

(2)	The amounts in column (e) include restricted stock actually granted during the fiscal year for service in the prior fiscal year. For example, the row for 2019 includes the value of stock awards made in February 2019 with respect to 2018 service.

(3)

The amounts in column (e) reflect the aggregate grant date fair value for awards made in the fiscal years ended December 31, 2019, December 31, 2018, and December 31, 2017 computed in accordance with FASB ASC Topic 718 for restricted stock awards and performance unit awards made pursuant to the Equity Incentive Plan. The value of restricted stock awards is based solely on the closing price of our Common Stock on the NYSE on the date of grant and no assumptions were used in the calculation of this value. The value of performance unit awards based on operating metrics established in 2019 for measurement period 2019 - 2021 is based on the closing price of our Common Stock on the NYSE on the date of grant of $195.72. The value of performance unit awards based on TSR metrics made in 2019 for measurement period 2019 ‑ 2021 is based on the Monte Carlo value of $204.15. The total value of 2019 ‑ 2021 performance unit awards, if earned at maximum and valued at the closing price of our Common Stock on the NYSE on the date of grant, for the Named Executive Officers is: Mr. Naughton-$10,922,350, Mr. O’Shea-$2,223,379, Messrs. Birenbaum and Breslin-$2,515,785, and Mr. Horey - $1,170,014.

(4)	No stock options were granted to the Named Executive Officers in 2019, 2018 or 2017.

(5)

The amounts shown in column (g) reflect the cash awards to the named individuals determined in February of the following year (based upon the achievement of the performance metrics established in the year indicated, as more fully described in the Compensation Discussion and Analysis above). For Mr. Horey, the non-equity incentive plan compensation payouts included both his 2019 cash and stock bonus payments paid in cash as a result of his retirement on January 1, 2020.

(6)	All earnings under the Company’s nonqualified deferred compensation program are determined by reference to returns of actual mutual funds and the Company does not consider such earnings to be above market.

(7)

For 2019, the amounts shown in column (i) include, for each Named Executive Officer (a) amounts contributed by the Company to the Named Executive Officers’ 401(k) accounts in the amount of $8,400 each for Messrs. Naughton, O’Shea, Breslin, Birenbaum, and Horey, (b) medical benefit premiums paid by the Company and contribution to health savings accounts paid by the Company in the aggregate amount of $14,982 for Mr. Naughton, $14,987 for Mr. O'Shea, $14,461 for Messrs. Breslin and Birenbaum, and $7,350 for Mr. Horey and (c) the premiums paid by the Company for a standard term life insurance policy in the face amount of $750,000 for: Messrs. O'Shea and Birenbaum - $1,850; Mr. Breslin-$1,595; and Mr. Horey - $2,458. For Mr. O'Shea, his 2018 all other compensation has been updated to include the health savings account amount.

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(8)	Stock awards for Mr. Naughton in 2019 included the following: 10,873 shares of restricted stock awarded in respect of 2018 performance; 27,903 total target performance units maturing at the end of 2021.

(9)	Stock awards for Mr. O’Shea in 2019 included the following: 3,913 shares of restricted stock awarded in respect of 2018 performance; 5,680 total target performance units maturing at the end of the end of 2021.

(10)	Stock awards for Mr. Breslin in 2019 included the following: 4,890 shares of restricted stock awarded in respect of 2018 performance; 6,427 total target performance units maturing at the end of 2021.

(11)	Stock awards for Mr. Birenbaum in 2019 included the following: 4,432 shares of restricted stock awarded in respect of 2018 performance; 6,427 total target performance units maturing at the end of 2021.

(12)	Stock awards for Mr. Horey in 2019 included the following: 2,258 shares of restricted stock awarded in respect of 2018 performance; 2,989 total target performance units maturing at the end of 2021.

(1)

The amounts shown in columns (c), (d) and (e) reflect the threshold, target and maximum payment levels for 2019 under our annual bonus plan, which were established on February 14, 2019. The annual bonus is paid in cash and restricted stock. The actual cash bonuses received by each of the Named Executive Officers for performance in 2019, paid in 2020, are set out in column (g) of the Summary Compensation Table. Under applicable SEC rules earned stock bonuses will be disclosed in the 2021 proxy statement Summary Compensation Table as the actual grant of stock based on 2019 achievement occurred in 2020.

(2)

The amounts shown in columns (f), (g) and (h) reflect the threshold, target and maximum number of performance units awarded in 2019 for the performance period 2019‑2021 under the long‑term incentive performance program. The grant date fair value of 2019‑2021 awards is based on the closing price on the grant date of $195.72 for the operating metric portion of the award and the Monte Carlo value of $204.15 for the TSR metric portion of the award. In addition to receiving one share of fully vested stock for each unit earned as determined at the end of the performance period, a cash payment will be made equal to the dividends that accrued on such number of earned shares during the performance period.

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(3)

The number of shares of restricted stock shown in column (i) were granted on February 14, 2019 represents the actual number of shares of restricted stock granted to the Named Executive Officers, with respect to performance in 2018, and such shares do not represent compensation for performance in 2019. Dividends are payable on the shares at the same rate as dividends are paid on all outstanding shares of our Common Stock.

(4)	For the February 14, 2019 grants of restricted stock, the value was calculated based on the closing price of the Common Stock on the date of grant of $195.72.

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(1)

Stock awards vest one-third starting on March 1 of the year following the date of the grant. Dividends are payable on the shares at the same rate as dividends paid on all outstanding shares of our Common Stock. For performance units, cash dividends will be accrued and paid at the end of the performance period based on the actual number of performance units earned starting with the 2018 - 2020 performance awards.

(2)	Represents restricted stock issued on the conversion of performance units that were earned under the 2014-2016 performance period on February 16, 2017 vesting in three annual installments beginning March 1, 2018.

(3)	Represents restricted stock issued on the conversion of performance units that were earned under the 2015-2017 performance period on February 15, 2018 vesting in three annual installments beginning March 1, 2019.

(4)	Represents restricted stock issued on the conversion of performance units that were earned under the 2016-2018 performance period on February 14, 2019 vesting in three annual installments beginning March 1, 2020.

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(5)	Represents annual stock bonus awards issued in 2017 for 2016 performance and performance unit awards that were earned under the 2017-2019 performance period, which converted into time-based restricted stock on February 13, 2020 vesting in three annual installments beginning March 1, 2021.

(6)	Based on the closing price of the Common Stock as reported on the NYSE on December 31, 2019 of $209.70 per share.

(7)	The amounts in column (i) include performance unit awards at maximum payout maturing at the end of 2020 and performance unit awards at target performance for awards maturing at the end of 2021.

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1.	Vanguard Total Bond Market Index was replaced with Fidelity U.S. Bond Index on March 1, 2019.

(1)	All contributions in column (b) are also included as compensation to the Named Executive Officers in the Salary and Non-Equity Incentive Plan columns of the Summary Compensation Table.

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1.

Upon termination of any employee’s employment due to a qualified retirement as described above, in addition to the accelerated vesting of restricted stock and performance awards, the employee will receive their prorated annual bonus (cash and stock) paid in cash, six months of Company-paid COBRA premiums, and choice of retirement gift from an online catalog. Retirement benefits are available on the same terms to all associates.

2.

The Compensation Committee of the Board of Directors from time to time reviews and establishes severance guidelines in the case of a termination without cause of an executive officer. The guidelines do not constitute a contractual right of an executive and are subject to change without notice as business needs and practices evolve. The Company may require that certain conditions be met before providing severance to an executive, such as requiring the executive to execute a general release, to continue employment with the Company for a period of time, to provide on-going cooperation on various matters, etc. As well, the severance amount suggested in the guideline may be decreased, or eliminated, on a case by case basis depending on the nature of the executive’s termination (e.g., reorganization, poor performance, etc.).

3.	In accordance with the terms of the Company’s Officer Severance Plan (as adopted on September 9, 1999, and amended and restated on November 18, 2008, November 9, 2011, and February 11, 2016), represents three times covered compensation (base salary and the average of the prior two year’s cash bonuses) for Mr. Naughton.

4.	For 2017-2019 awards, value based on actual achievement. For 2018-2020 and 2019-2021 awards, value assumes prorated vesting based on portion of the performance period completed and achievement assumed at target.

5.	For 2017-2019 awards, value based on actual achievement. For 2018-2019 and 2019-2021 awards, value based on full vesting at target.

6.	COBRA will be paid for six months for the family in the event of death.

7.	Reflects payment of healthcare premiums for up to 18 months.

8.

Zero cash and stock payment if terminated prior to April 1, 2019. Prorated target cash and stock bonus payment if terminated on or after April 1, 2019, but prior to December 31, 2019. If departure is close to the year end, actual cash and stock bonus may be provided. Figures in the table represent target values with the exception of the table for Mr. Horey, which reflected actual values because he retired on January 1, 2020.

9.	In accordance with the terms of the Company’s Officer Severance Plan, represents two times covered compensation (base salary and the average of the prior two year’s cash bonuses) for Messrs. O’Shea, Breslin, Birenbaum and Horey.

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(1)	Mr. Sarles served as the Lead Independent Director prior to the 2019 Annual Meeting and Mr. Walter served as the Lead Independent Director following the 2019 Annual Meeting. The amounts in the table above include the following fees paid in 2019:

(2)

The amounts in column (c) reflect the grant date fair value of the shares of restricted stock or deferred stock units granted to each Director. For Messrs. Brown and Havner and Ms. Swanezy, the amount also includes elections to receive deferred stock units in lieu of cash payments totaling $90,000 for each director. This column also includes payment for service as Committee Chairpersons during 2019 as follows: Mr. Brown - $7,500 and Mr. Havner - $12,500.

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(3)	Cash dividends are paid on restricted stock and dividend equivalent units are applied on deferred stock units. The total amount of cash dividends and/or dividend equivalent units totaled less than $10,000 and is not required to be disclosed in the above table.

(4)	Mr. Rummell retired from the Board of Directors immediately following the 2019 Annual Meeting.

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