UDR, Inc. — Remuneration Information 2009

Mar 25, 2009

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant þ Filed by a Party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, For Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) )
o	Definitive Proxy Statement
þ	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

UDR, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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* Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

UDR, INC.

UDR, INC. 1745 SHEA CENTER DRIVE SUITE 200 HIGHLANDS RANCH, CO 80129

Meeting Information

Meeting Type: Annual

For holders as of:
Date: 05/13/09 Time: 8:30 a.m., Local Time

Location: Hyatt Regency Tech Center 7800 E. Tufts Avenue Denver, CO 80237

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

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—— Before You Vote —— How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

• Notice And Proxy Statement • Annual Report/Form 10-K

How to View Online:

Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.

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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting Items

THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” ITEMS 1, 2 AND 3.

1.
Nominees:
01) Katherine A. Cattanach	07) Thomas R. Oliver
02) Eric J. Foss	08) Lynne B. Sagalyn
03) Robert P. Freeman	09) Mark J. Sandler
04) Jon A. Grove	10) Thomas W. Toomey
05) James D. Klingbeil	11) Thomas C. Wajnert
06) Robert C. Larson

| 2. | Proposal to ratify the appointment of Ernst & Young LLP to serve as our independent auditors
for the year ending December 31, 2009. |
| --- | --- |
| 3. | Proposal to approve the amended and restated 1999 Long-Term Incentive Plan, including to
(i) increase the number of shares reserved for issuance under the plan from 4,000,000
shares to 16,000,000 shares (with future Awards other than Stock Options and Stock
Appreciation Rights counting against the reserve at a rate of 2.28 shares for each share
actually used) and (ii) raise the annual per person limit on Awards other than Options
and Stock Appreciation Rights to $5,000,000, and shares of stock with respect to Options and/or Stock Appreciation Rights to 5,000,000 shares. |

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