AvalonBay Communities, Inc. (AVB) Earnings Call Transcript & Summary

Good morning, and welcome to the Virtual AvalonBay Communities Inc. 2020 Annual Meeting of Stockholders. We do not expect any technical difficulties today. However, in the event we lose audio or connection, and we are unable to provide any update, please wait 10 minutes for resolution. Please refer to the company's Investor website for updates. Welcome again, and my name is Peggy, and I will be your operator. We would now like to turn the meeting over to Edward Schulman, Executive Vice President, General Counsel and Secretary, to begin the meeting.

Thank you, Peggy. During the meeting today, the company may make forward-looking statements. There are a variety of risks and uncertainties associated with forward-looking statements, and actual results may differ materially from what is said here today. Please refer to AvalonBay's 2019 annual report on Form 10-K filed with the SEC on February 21, 2020, for detailed discussions of those risks and uncertainties and to our subsequent SEC filings for updates. I would also like to draw your attention to the meeting agenda and conduct of virtual meeting guide that are posted on the annual meeting website. With that, I will turn the call over to AvalonBay's Chairman and Chief Executive Officer, Timothy J. Naughton, to share a few opening remarks and formally open the meeting.

Thank you, Ted. I'm Tim Naughton, Chairman and Chief Executive Officer, and I will act as Chairman of this meeting. Welcome to the 2020 Annual Meeting of Stockholders of AvalonBay Communities, Inc. This is AvalonBay's first ever virtual meeting, and I'd like to begin by acknowledging that these are challenging and unprecedented times for all of us. I hope that you all are safe and healthy. We have elected to hold a virtual meeting due to stay-at-home orders enacted to prevent the spread of COVID-19. Our thoughts are with everyone who has been and continues to be impacted by COVID-19. Housing is an essential business, and I would like to thank AvalonBay's associates who have worked through this crisis to assure the availability and maintenance of our housing in the communities where we operate. I am also cognizant of the challenges faced by many of AvalonBay's residents, and our thoughts go out to you. This meeting is now officially called to order. I would like to introduce our other Directors in attendance. Glyn Aeppel, Terry Brown, Alan Buckelew, Ron Havner, Steve Hills, Richard Lieb, Jay Sarles, Susan Swanezy and Ed Walter. I would also like to introduce Michelle Montes and Tyler Crain from our auditors, Ernst & Young. A number of the company's Executive Officers are also attending this meeting, including Kevin O'Shea, our Chief Financial Officer; Sean Breslin, Chief Operating Officer; Matt Birenbaum, Chief Investment Officer; Bill McLaughlin, Executive Vice President of Development and Construction; and Ted Schulman, Executive Vice President and General Counsel. It's our intention to follow the agenda that has been posted on the meeting site. As is our custom, we will conduct the business portion of our meeting first and answer general questions at the end of the meeting in accordance with the conduct of meeting guide. Questions may be submitted on the meeting website until the meeting is concluded. I will now turn the meeting back to Ted Schulman, the company's secretary, to act as secretary of this meeting, and record the minutes.

Thank you, Tim. [ Anna Hagberg ], a representative of Broadridge Financial Solutions is participating by phone, and act as the inspector of elections for this meeting. [ Ms. Hagberg ] has assigned an oath of office, which will be filed with the minutes of this meeting. The annual meeting is being held in accordance with the AvalonBay Communities, Inc. bylaws and Maryland law. During the meeting, we will review the matters described in our proxy statement dated March 31, 2020. After that, voting will be completed, the preliminary votes will be announced, and the formal meeting will be adjourned. Meeting participants can enter questions online at any point during the meeting. Beginning on March 31, 2020, Broadridge mailed the meeting notice and a notice of Internet availability of meeting materials to every stockholder of record as of March 16, 2020, the record date for this meeting. Supplemental notice to inform stockholders of the change to a virtual meeting was filed with the Securities and Exchange Commission mailed to stockholders of record and made available on or about April 23, 2020. As of the record date, there were 140,734,678 shares of common stock outstanding. [ Ms. Hagberg ] has also issued a preliminary report of the inspector of elections showing the number of shares present by proxy at this meeting and has reported to me that the holders of more than a majority of the voting power of the company's common stock issued and outstanding and entitled to vote are present, in person or by proxy, at this meeting, thereby constituting a quorum. With a quorum being present, this meeting is hereby declared open to proceed with business. In order to expedite the flow of business, we will follow the following sequence. The polls will be opened, then each of the matters to be voted on by the stockholders at this meeting will be presented in the order set forth in the proxy statement and in the agenda. The polls will then be closed, the votes tabulated, and the preliminary results will be announced. We will now proceed with voting on the agenda items. The polls are now open and will remain open during the discussion of the proposals. You may vote online during this meeting while the polls are open, but if you have already voted and you do not wish to change your vote, you do not need to vote again at today's meeting and your vote will be cast as you have previously instructed. At present in the proxy statement, there are 4 proposals presented by the company to be voted on at this meeting. One, election of 10 directors to serve until the 2020 Annual Meeting of Stockholders and until their successors are elected and qualified; two, ratification of Ernst & Young as the company's auditors for 2020; three, a nonbinding vote on approval of executive compensation; and four, a vote to amend the company's charter to eliminate super majority voting requirements for future charter amendments and other extraordinary actions as described in the proxy statement. The Board recommends a vote for each of the nominees in proposals 1 and for each of proposals 2, 3 and 4. As a reminder, please enter any questions about the proposals or voting procedures online. And if appropriate, we will read them aloud. General questions will be addressed after the formal meeting, portion of the meeting. There are no questions at this time. As there are no further questions about the proposals or the voting procedures, we will pause for a few minutes to allow any final voting. [Voting]

I now declare the polls closed. No further proxies or votes and no further changes or revocations will be accepted. I am now conferring with [ Ms. Hagberg ] to provide me with her preliminary report of the results. According to the preliminary vote of the inspector of elections, each of the 10 nominees has been reelected as the Director. The proposal to ratify the appointment of Ernst & Young as AvalonBay's independent auditor for 2020 has been approved. The proposal to approve the compensation of AvalonBay's named Executive Officers has been approved. And the amendment to the company's charter has been approved. The final results will be set forth in the report of the inspector of elections and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8-K to be filed with the SEC in the coming days.

As there is no further business to come before the annual meeting, this meeting is hereby adjourned.

We'll now move into the informal portion of the meeting where general questions and answers will be addressed.

Mr. Chairman, there is a question that we have received.

Okay. Would you care to read it?

So the question is, Mr. Chairman, the carpenter union pension funds with combined assets of $70 billion have a collective ownership position of 274,560 shares of the company's common stock. As long-term investors, we appreciate the company's actions to address employee safety and the difficulties being experienced by residents of company properties related to the COVID-19 pandemic. While markets are very much unsettled, are there development opportunities in the near term for the company? Thank you.

Well, thank you. Thank you for that question. As you know, AvalonBay is a very active developer. We currently have about $2.5 billion worth of development under construction. We also have a shadow pipeline of development rights of around $4 billion in potential development. And historically, we've started somewhere between $800 million to, call it, $1.5 billion per year. And we typically would start a community once we're through the permitting process and to the extent that it makes sense financially. And it's somewhat dependent upon market conditions. Certainly, conditions in terms of the apartment rental markets, but also capital market conditions and perhaps, towards your question, the status of construction markets and the construction cost environment. Generally, if it makes sense, we continue -- we move forward -- I would say, just given where we are right now with the economy and the dislocation we're seeing, that it is likely that some of the starts that we plan for 2020 will likely get deferred into 2021 as the economy begins -- hopefully begins to heal as stay-in-place orders are lifted in the coming months. But -- so too soon to tell exactly how much we might start this year. We certainly do think there are opportunities given our $4 billion development right pipeline. And we'll continue to inform shareholders in the weeks and months to come as we pursue our investment strategy of new development. So any other questions, Mr. Schulman?

No, Mr. Chairman, I can confirm that there are no further questions. So at this time, you are free to declare the meeting closed.

Okay. Well, thank you. Given that there are no further questions, we'll consider this meeting closed, and thank you for being on the call today. Take care.

Thank you.

Thank you all. This does conclude today's conference, and thank you for participating. You may now disconnect, and have a great day.