VMRK: Acquisition or asset disposal · Leadership change · Company disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Effective Time, the Board was expanded to fourteen trustees and reconstituted so that it consists of (i) seven persons who were members of the AvalonBay board of directors immediately prior to the Effective Time and (ii) seven persons who were members of the legacy Company board of trustees immediately prior to the Effective Time. As a result, the Board now consists of the following fourteen persons: Angela M. Aman Terry S. Brown Chris Carr Conor C. Flynn Mary Kay Haben Ann C. Hoff Christopher B. Howard Nina P. Jones Charles E. Mueller, Jr. Timothy J. Naughton David J. Neithercut Benjamin W. Schall Stephen E. Sterrett Susan Swanezy Each of Angela M. Aman, Chris Carr, Mary Kay Haben, Ann C. Hoff, Nina P. Jones, David J. Neithercut and Stephen E. Sterrett were trustees of the Board as of immediately prior to the Effective Time and are continuing to serve as trustees of the Board as of the Effective Time. Each of Terry S. Brown, Conor C. Flynn, Christopher B. Howard, Charles E. Mueller, Jr., Timothy J. Naughton, Benjamin W. Schall and Susan Swanezy (collectively, the “New Trustees”) were directors of the AvalonBay board of directors prior to the Effective Time and were appointed to the Board, effective as of the Effective Time. To reconstitute the Board as noted above, prior to the Effective Time, each of Tahsinul Zia Huque, Mark J. Parrell and Mark S. Shapiro tendered resignations to the Board, effective as of immediately prior to the Effective Time. Such resignations were not the result, in whole or in part, of any disagreement with the Company or the Company’s management. In addition, effective as of the Effe