Document/ExhibitDescriptionPagesSize 1: 11-K Annual Report by an Employee Stock Purchase, HTML 98K Savings or Similar Plan
2: EX-23.1 Consent of Expert or Counsel HTML 5K
‘11-K’ — Annual Report by an Employee Stock Purchase, Savings or Similar Plan
We have audited the accompanying statements of financial condition of the AvalonBay Communities, Inc. 1996 Non-Qualified Employee Stock Purchase Plan (the “Plan”) as of December 31, 2023 and 2022, and the related statements of changes in plan equity for each of the three years in the period ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial
condition of the Plan at December 31, 2023 and 2022, and the changes in plan equity for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
In October 1996, Bay Apartment Communities, Inc. (“Bay”) adopted
the 1996 Non-Qualified Employee Stock Purchase Plan, as amended and restated (the “Plan”). On June 4, 1998, Avalon Properties, Inc. merged with and into Bay, and in connection with such merger Bay was renamed AvalonBay Communities, Inc. (the “Company”). The primary purpose of the Plan is to encourage common stock ownership by eligible employees (the “Participants”). The Plan has two purchase periods. The first purchase period begins January 1 and ends June 10 and the second purchase period begins July 1 and ends December 10. Participants may contribute portions of their compensation during a purchase period and purchase common stock at the end thereof. Participation in the Plan entitles each Participant to purchase the Company’s
common stock at 85% of the lesser of the fair market value on the first business day of the applicable purchase period or the last business day of the applicable purchase period. The Plan has an evergreen option, whereby the election of a participant to participate in the Plan will be automatically renewed for each subsequent purchase period until the participant changes such election.
The Company has reserved 1,000,000 shares of common stock for Participants under the Plan of which 569,016 were available for issuance at December 31, 2023.
Participant Contributions
Full and part time
employees who have completed one calendar month of service with the Company as of the last day of the applicable election period are eligible to participate in the Plan. Employees may make contributions to the Plan through payroll withholding only. Participants may contribute a maximum of $12,500 per purchase period. Participants elect to participate in the Plan by submitting an election request to the Company’s third party plan administrator (the “Plan Administrator”).
Employer Contributions
Employer contributions represent the discount or aggregate difference between the market value of the
Company’s common stock at the end of a purchase period and the established discounted purchase price.
Distributions
The Company’s transfer agent and registrar issues shares of common stock upon receipt of Participant and Employer contributions. The transfer agent and registrar issues stock certificates to a Participant upon his or her written request. Accordingly, all shares purchased under the provisions of the Plan are deemed to be immediately distributed to the Participants. Participants generally may not sell shares they acquire under the Plan until at least six months have elapsed from the date of purchase.
Withdrawals
A
Participant may withdraw all of the contributions made during a purchase period by delivering an amended election to the Plan Administrator on or before the last day of such purchase period. Upon such a withdrawal, the Participant may no longer have amounts withheld from payroll and contributed to the Plan during that purchase period. Participant contributions on the accompanying Statements of Changes in Plan Equity are net of any withdrawals made during the purchase periods shown.
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Plan Termination
The Board of Directors of the
Company (the “Board”) may terminate this Plan and any purchase period at any time (together with any related contribution elections), provided, however, no such termination shall be retroactive unless the Board determines that applicable law requires a retroactive termination of this Plan.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles.
Administrative Expenses
All
administrative expenses of the Plan are paid by the Company.
Distributions
Distributions are recorded when common stock has been issued to Participants.
Subsequent Events
The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these financial statements were issued.
3. Internal Revenue Service
Status
The Plan is not a qualified plan under Section 423(b) of the Internal Revenue Code. Participants are subject to any required tax withholding by the Company on the taxable compensation earned under the Plan. Taxable compensation is determined as the difference between the discounted price paid by the Participant and the average of the high and low market price of the shares on the New York Stock Exchange on the date of purchase.
4. Distributions
The following table summarizes stock purchased and distributed for the respective purchase periods:
Date
of purchase
12/8/2023
6/9/2023
12/9/2022
6/10/2022
12/10/2021
6/10/2021
Participant
contributions
$
1,609,126
$
1,686,821
$
1,662,006
$
1,537,678
$
1,649,288
$
1,605,454
Employer contributions
283,877
627,132
293,252
270,311
607,679
1,001,592
Market
value of stock
$
1,893,003
$
2,313,953
$
1,955,258
$
1,807,989
$
2,256,967
$
2,607,046
Market
value of stock purchased and distributed per share
$
175.75
$
188.31
$
169.58
$
194.44
$
244.87
$
214.66
Shares
purchased and distributed
10,771
12,288
11,530
9,307
9,217
12,145
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
