United States securities and exchange commission logo
August 31, 2022
David G. Thatcher
Senior Vice President General Counsel
UDR, Inc.
1745 Shea Center Drive
Suite 200
Highlands Ranch, Colorado 80129-1540
Re: UDR, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed March 31,
2022
File No. 001-10524
Dear Mr. Thatcher:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 31, 2022
General
1. Please expand your
discussion to address how the experience of the Lead Independent
Director is brought to
bear in connection with your board s role in risk oversight.
2. Please expand upon the
role that your Lead Independent Director plays in the leadership
of the board. For
example, please enhance your disclosure to address whether or not your
Lead Independent
Director may:
represent the
board in communications with shareholders and other stakeholders; or
require board
consideration of, and/or override your CEO on, any risk matters.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
the timeframe
over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how
you apply different oversight standards based upon the
David G. Thatcher
UDR, Inc.
August 31, 2022
Page 2
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing risks
and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at
202-551-3735 with
any questions.
Sincerely,
FirstName LastNameDavid G. Thatcher
Division of
Corporation Finance
Comapany NameUDR, Inc.
Disclosure Review
Program
August 31, 2022 Page 2
cc: David Lynn
FirstName LastName