UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )

 

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

MID-AMERICA APARTMENT COMMUNITIES, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

MID-AMERICA APARTMENT COMMUNITIES, INC.

April 16, 2014

To our shareholders:

You are invited to attend the 2014 Annual Meeting of Shareholders of Mid-America Apartment Communities, Inc. to be held at 11:00 a.m., Central Daylight Time, on Thursday, May 22, 2014, at our corporate headquarters, 6584 Poplar Avenue, Memphis, Tennessee 38138. The Notice of Annual Meeting of Shareholders and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted at the meeting, as well as other important information about us.

During the meeting, management will review our 2013 fiscal year and provide a report on our progress, including recent developments. Shareholders will also have the opportunity to ask questions about us.

Along with the other members of the Board of Directors and management, I look forward to greeting you at the Annual Meeting if you are able to attend.

Cordially,

H. Eric Bolton, Jr.
Chairman of the Board of Directors and
Chief Executive Officer

MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 Poplar Avenue
Memphis, Tennessee 38138

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 22, 2014

TIME, DATE & PLACE

The 2014 Annual Meeting of Shareholders, or the Annual Meeting, will be held at 11:00 a.m., Central Daylight Time, on Thursday, May 22, 2014, at our corporate headquarters, 6584 Poplar Avenue, Memphis, Tennessee 38138.

ITEMS OF BUSINESS

Shareholders will consider and vote on the following items at the Annual Meeting:

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL ITEMS.

WHO MAY VOTE

Shareholders of record at the close of business on Friday, March 14, 2014, are entitled to receive this notice and vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on May 22, 2014. The Proxy Statement, Annual Report on Form 10-K and 2013 Annual Report to Shareholders are available at www.ProxyVote.com.

HOW TO VOTE

Your vote is important. Please refer to the Proxy Card and the accompanying Proxy Statement for information regarding your voting options. Even if you plan to attend the Annual Meeting, please take advantage of one of the advance voting options to assure that your shares are represented at the Annual Meeting. You may revoke your proxy at any time before it is voted by following the procedures described in the accompanying Proxy Statement.

By Order of the Board of Directors

Leslie B.C. Wolfgang
Senior Vice President, Corporate Secretary

Memphis, Tennessee
April 16, 2014

Whether or not you plan to attend the Annual Meeting, please submit your proxy prior to the Annual Meeting by following the instructions on the enclosed Proxy Card or voter instruction form. Shareholders who attend the Annual Meeting may vote even if they have already sent in a proxy.

MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 Poplar Avenue
Memphis, Tennessee 38138

PROXY STATEMENT FOR THE
2014 ANNUAL MEETING OF SHAREHOLDERS

Mid-America Apartment Communities, Inc. is soliciting proxies, and your vote is very important. For this reason, our Board of Directors is requesting that you allow your shares to be represented at the Annual Meeting by the proxies named on the enclosed Proxy Card. In connection with our solicitation of proxies, we are mailing this Proxy Statement, the enclosed Proxy Card, our 2013 Annual Report, and our 2013 Annual Report on Form 10-K to all shareholders beginning on or about April 16, 2014.

In this Proxy Statement, terms such as “MAA”, “we,” “us” and “our” refer to Mid-America Apartment Communities, Inc.

INFORMATION ABOUT THE MEETING

When is the Annual Meeting?

The Annual Meeting will be held on Thursday, May 22, 2014, at 11:00 a.m., Central Daylight Time.

Where will the Annual Meeting be held?

Our Annual Meeting will be held at our corporate headquarters, 6584 Poplar Avenue, Memphis, Tennessee 38138.

What items will be voted on at the Annual Meeting?

You will vote on the following matters:

As of the date of this Proxy Statement, we are not aware of any other matters that will be presented for action at the Annual Meeting.

What are the Board of Directors’ recommendations?

Our Board of Directors recommends that you vote:

If any other matter properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

Do directors attend the Annual Meeting?

We do not require our directors to attend our Annual Meeting, but our Board of Directors encourages its members to attend. All of our directors attended last year’s Annual Meeting of Shareholders held on May 21, 2013.

INFORMATION ABOUT VOTING

Who is entitled to vote at the Annual Meeting?

Only shareholders of record at the close of business on the record date, March 14, 2014, are entitled to receive notice of the Annual Meeting and to vote the shares that they held on the record date at the annual meeting, or any postponement or adjournment of the annual meeting. The only class of stock that can be voted at the meeting is our common stock. Each share of common stock is entitled to one vote on all matters that come before the meeting. As of the close of business on March 14, 2014, we had 74,979,899 shares of common stock outstanding.

Shareholders of Record:  Shares Registered in Your Name. If on March 14, 2014 your shares were registered directly in your name with our transfer agent, then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed Proxy Card, or vote by proxy over the telephone or on the Internet as instructed below, to ensure your vote is counted.

Beneficial Owner:  Shares Registered in the Name of a Broker or Bank. If on March 14, 2014 your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

How do I vote my shares?

Shareholders of Record:  If you are a shareholder of record (your shares are registered directly in your name with our transfer agent) you may vote your shares in person or by proxy:

In Person:  You may attend the Annual Meeting and vote in person.

By Proxy:  You can vote by telephone, on the Internet or by mail. We encourage you to vote by telephone or Internet, both of which are convenient, cost-effective, and reliable alternatives to returning your Proxy Card by mail.

Beneficial Owner:  If you are a beneficial owner (your shares are held in an account with a brokerage firm, bank, dealer or similar organization), you may vote your shares in person or by proxy:

In Person:  You may attend the Annual Meeting and vote in person; however, you will need to present a written consent from your broker permitting you to vote the shares in person at the Annual Meeting.

By Proxy:  If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should receive a Proxy Card and voting instructions with these proxy materials from that organization rather than from us. Complete and mail the Proxy Card to ensure that your vote is counted. Alternatively, follow the instructions provided by your broker or bank to vote by telephone or over the Internet as that organization allows.

What if I have shares in the MAA Employee Stock Ownership Plan?

If you have shares in an account under our Employee Stock Ownership Plan, you have the right to vote the shares in your account. To do this, you must sign and timely return the Proxy Card you received with this Proxy Statement, or grant your proxy by telephone or over the Internet by following the instructions on the Proxy Card.

How will my vote be cast?

Your vote will be cast as you indicate on your Proxy Card. If you submit an executed proxy without marking any voting selections, your shares will be voted as follows:

If any additional matters are properly presented at the meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares using his or her best judgment. Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For”, “Against” and “Abstain” votes.

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. In the event that a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, then those shares will be treated as broker non-votes. Shares represented by such broker non-votes will be counted in determining whether there is a quorum.

Can I change my vote after I return my Proxy Card?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker or bank as nominee or agent, you should follow the instructions provided by your broker or bank.

How many votes are needed to approve each proposal?

How many shares must be present to constitute a quorum for the meeting?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares are represented by shareholders present at the Annual Meeting or by proxy. On March 14, 2014, the record date, there were 74,979,899 shares outstanding and entitled to vote. Thus 37,489,950 shares must be represented by shareholders present at the meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chairman of the meeting or a majority of the votes present at the meeting may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final results will be disclosed in a Form 8-K, which can be found on the “For Investors” page of our website (http://ir.maac.com) following the report’s filing with the Securities and Exchange Commission within four business days of the meeting. Information from this website is not incorporated by reference into this Proxy Statement.

ADDITIONAL INFORMATION

How and when may I submit a shareholder proposal for the 2015 Annual Meeting?

Proposals of shareholders intended for inclusion in the proxy statement to be furnished to all shareholders entitled to vote at our 2015 annual meeting of shareholders, pursuant to Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, must be received at our executive offices no later than December 17, 2014.

Pursuant to our Amended and Restated Bylaws, shareholders wishing to submit proposals or director nominations that are not to be included in our proxy materials must have given timely notice thereof in writing to our Corporate Secretary. To be timely for the 2015 Annual Meeting of Shareholders, you must notify our Corporate Secretary, in writing, no later than the close of business on February 21, 2015 nor earlier than the close of business on January 22, 2015. We also advise you to review our Amended and Restated

Bylaws, which contain additional requirements about advance notice of shareholder proposals and director nominations, including the different notice submission date requirements in the event that we do not hold our 2015 Annual Meeting of Shareholders between April 22, 2015 and July 21, 2015. The Chairman of the 2015 Annual Meeting of Shareholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. In addition, the proxy solicited by the Board of Directors for the 2015 Annual Meeting of Shareholders will confer discretionary voting authority with respect to any matter presented by a shareholder at that meeting for which we have not been provided with timely notice. Shareholder proposals must be sent to MAA, 6584 Poplar Avenue, Memphis, Tennessee 38138, Attention: Corporate Secretary.

How can I obtain the Annual Report on Form 10-K?

Our Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC, including the financial statements, and financial statement schedules is being mailed along with this Proxy Statement. Our Annual Report on Form 10-K for the year ended December 31, 2013, including all exhibits may be obtained from the SEC Filings and Reports link on the For Investors page of our website at http://ir.maac.com or received free of charge by writing Investor Relations at MAA, 6584 Poplar Avenue, Memphis, Tennessee 38138.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. We expect that this Proxy Statement will first be sent to shareholders on or about April 16, 2014. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

How many copies should I receive if I share an address with another shareholder?

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more shareholders sharing the same address by delivering a single Proxy Statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies.

We and some brokers household proxy materials, delivering one copy of proxy materials to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive separate proxy materials, or if you are receiving multiple copies of the Proxy Statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or by marking the appropriate box on your Proxy Card if you hold registered shares.

We can only household registered shares. If you own registered shares as well as hold shares in a brokerage account, you will continue to receive multiple copies of the Proxy Statement. Similarly, if you own shares in more than one brokerage firm, you can only household the Proxy Statements you receive within each individual brokerage house.

Whom should I contact if I have any questions?

If you have any questions about the Annual Meeting, these proxy materials or your ownership of our common stock, please contact our Investor Relations Department at 6584 Poplar Avenue, Memphis, Tennessee 38138, or email investor.relations@maac.com or call (901) 682-6600.

INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES

What is our philosophy regarding corporate governance?

We believe that effective corporate governance is critical to our long-term health and our ability to create value for our shareholders. We have continued to review our corporate governance policies and practices and

to compare them to the practices of other public companies. We will continue to monitor emerging developments in corporate governance and enhance our policies and procedures when required or when our Board of Directors determines that it would benefit us and our shareholders. Based on this review, the Board of Directors has established and maintains Corporate Governance Guidelines that include detailed specifications for director qualification and responsibility. You may find a copy of our Corporate Governance Guidelines in the Governance Documents section of the Corporate Overview link on the “For Investors” page of our website at http://ir.maac.com.

The responsibilities of our Board of Directors and its committees are described below, along with other corporate governance-related disclosures. All of our Board of Directors’ committees have written charters, which can be found in the Governance Documents section of our Corporate Overview link on the For Investors page of our website at http://ir.maac.com. We will also provide a copy of any committee charter, the Corporate Governance Guidelines or our Code of Business Conduct and Ethics without charge upon written request sent to: MAA, Attention: Investor Relations, 6584 Poplar Avenue, Memphis, Tennessee 38138. Our Board of Directors may, from time-to-time, form other committees as circumstances warrant. Such committees will have authority and responsibility as delegated by our Board of Directors.

How many independent directors do we have?

Our Board of Directors has affirmatively determined that nine of our current twelve director nominees are independent: Alan B. Graf, Jr., Ralph Horn, Claude B. Nielsen, Philip W. Norwood, Harold W. Ripps, W. Reid Sanders, William B. Sansom, Gary Shorb, and John W. Spiegel. All of these directors meet the independence standards of our Corporate Governance Guidelines, the New York Stock Exchange, or the NYSE, listing standards and applicable SEC rules.

How do we determine whether a director is independent?

A director is considered independent if our Board of Directors affirmatively determines that the director has no direct or indirect material relationship with us. Consistent with the requirements of the SEC and the NYSE, our Board of Directors reviews all relevant transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors. Our Board of Directors has adopted the following categorical standards:

Our Board of Directors consults with our General Counsel to ensure that the Board of Directors’ determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent”, including those set forth in pertinent listing standards of the NYSE, as in effect from time-to-time.

Do any independent directors have relationships with us that the Board of Directors determined were not material?

Alan B. Graf, Jr. is the Executive Vice President and Chief Financial Officer of FedEx Corporation. In the normal course of business, we use FedEx as an overnight courier. Our Board of Directors concluded that this relationship is not material and does not otherwise impair, or appear to impair, Mr. Graf’s independent judgment, and therefore does not prevent him from being independent.

Ralph Horn was Chairman of the Board of Directors of First Tennessee National Corporation, or FTNC, now First Horizon National Corporation, or FHNC, until December 2003 and was previously the President and Chief Executive Officer of FTNC until 2002. William B. Sansom served on the Board of Directors and Executive Committee of FHNC until April 2012. We have a line of credit with a group of banks led by KeyBank for which First Tennessee Bank, the principal banking subsidiary of FHNC, has committed $20 million, or approximately 4% of the total. First Tennessee Bank has also committed $12.5 million, or approximately 8% of the total, towards our $150 million term loan. Both the line of credit and term loan were entered into in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions between unrelated parties. In the normal course of business, we may also utilize FHNC for certain banking services, including corporate credit cards or checking and/or depository accounts. We have banking relationships with several banks dependent upon fees and availability in the geographic regions of our apartment communities. Due to the arm’s-length nature of the transactions, our Board of Directors concluded that these relationships are not material and do not otherwise impair, or appear to impair, Mr. Horn’s or Mr. Sansom’s independent judgment, and therefore do not prevent either of them from being independent.

William B. Sansom serves as the Chairman of the Board of Directors for the Tennessee Valley Authority, or TVA. TVA is a public power company which supplies wholesale power to municipal and cooperative power distributors as well as large industries and government installations. Some of MAA’s communities may be served by power companies who purchase power from TVA. None of MAA’s communities buy power directly from TVA. As MAA communities would have no influence over the wholesale choices of the power companies that serve them, our Board of Directors concluded that this potential relationship is not material and does not otherwise impair, or appear to impair, Mr. Sansom’s independent judgment, and therefore does not prevent him from being independent.

Gary Shorb serves as the President and Chief Executive Officer of Methodist Le Bonheur Healthcare. Our medical insurance plans treat the Methodist Le Bonheur Healthcare system of hospitals as in-network for Memphis-area based employees. We contract our medical insurance plans through CIGNA, Inc. and have no direct input on the choice of hospital associations. As MAA has no influence over the hospital systems considered in-network in our medical insurance plans, our Board of Directors concluded that this potential relationship is not material and does not otherwise impair, or appear to impair, Mr. Shorb’s independent judgment, and therefore does not prevent him from being independent.

Colonial Insurance Agency, a corporation wholly-owned by The Colonial Company (in which Thomas H. Lowder and James K. Lowder each has a 50% ownership interest), serves as a broker for an unaffiliated insurance carrier which advertises for its renter’s insurance program at some of our multifamily properties. We have not made any payments to Colonial Insurance Agency under these arrangements, however, the insurance carrier pays a commission to Colonial Insurance Agency for renter’s insurance sold to our residents and Colonial Insurance Agency pays us an advertising fee to permit the sales of rental insurance policies on our multifamily properties. Pursuant to this arrangement, for 2013, Colonial Insurance Agency paid us approximately $71 thousand in advertising fees.

How many times did our Board of Directors meet last year?

Our Board of Directors met 13 times during 2013.

Did any of our directors attend fewer than 75% of the meetings of the Board of Directors and their assigned committees?

All of the directors who were serving during the calendar year 2013 attended more than 75% of the meetings of our Board of Directors and their assigned committees during the fiscal year except for Claude B. Nielsen, who missed one meeting. Mr. Nielsen was appointed to the Board of Directors on October 1, 2013, pursuant to the terms of the merger agreement between MAA and Colonial Properties Trust, or Colonial. Our Board of Directors held only two meetings in 2013 while Mr. Nielsen was a member. Mr. Nielsen was unable to attend one meeting because of a scheduling conflict that could not be resolved.

How is our Board of Directors structured?

If all of our director nominees are elected by our shareholders, the leadership structure of our Board of Directors will include a combined Chairman of the Board of Directors and Chief Executive Officer, nine independent directors and two non-independent directors. All of our directors serve with equal importance and have an equal vote on all matters. Our independent directors meet without management present at regularly scheduled executive sessions. Messrs. Graf and Horn serve as co-lead independent directors. Our Board of Directors believes that we have been and continue to be well served by having our Chief Executive Officer also serve as Chairman of the Board of Directors. Our Audit, Compensation and Nominating and Corporate Governance Committees are all led by chairmen who are independent directors and are 100% comprised of independent directors. We believe that the current board leadership model, when combined with the composition of our Board of Directors, the strong leadership of our independent directors, the board committees listed above and the corporate governance policies already in place, strikes an appropriate balance between consistent leadership and independent oversight of our business and affairs.

Does our Board of Directors meet regularly without management present?

Both our non-management directors and our independent directors regularly meet without management present. As co-lead independent directors, Messrs. Graf and Horn lead the meetings of the independent directors. The non-management directors held four executive sessions during 2013 and the independent directors held three executive sessions during 2013.

Does our Board of Directors have any standing committees?

We have four standing committees:  Audit Committee; Compensation Committee; Nominating and Corporate Governance Committee; and Real Estate Investment Committee. The members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent, pursuant to the standards set forth in our Corporate Governance Guidelines, the NYSE listing standards and applicable SEC rules. The Real Estate Investment Committee consists of two independent members and two non-independent members. Each standing committee of our Board of Directors has a charter, which can be found in the Governance Documents section of the Corporate Overview link on the “For Investors” page of our website at http://ir.maac.com.

The current membership of and information about each of our Board of Director committees is shown below.

Committee/Current Members		Committee Functions
Audit Committee    Current Members Alan B. Graf, Jr. (Chairman) W. Reid Sanders Gary Shorb John W. Spiegel    Number of meetings held in 2013: Nine		•   appoints, determines the compensation of, oversees and evaluates the work of the independent registered public accounting firm;
		•   pre-approves all auditing services and permitted non-audit services, including the fees and terms thereof, to be performed by the independent registered public accounting firm;
		•   reviews and discusses with management and the independent registered public accounting firm the annual audited and quarterly unaudited financial statements and our disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Qs and Form 10-Ks;
		•   reviews and discusses with management and the independent registered public accounting firm the adequacy and effectiveness of our systems of internal accounting and financial controls;
		•   establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
		•   reviews with management and the independent registered public accounting firm our compliance with the requirements for qualification as a REIT; and
		•   issues a report annually as required by the SEC’s proxy solicitation rules.

Compensation Committee    Current Members: Philip W. Norwood (Chairman) Ralph Horn Claude B. Nielsen William B. Sansom    Number of meetings held in 2013: Four		•   reviews and approves our compensation objectives;
		•   reviews and recommends the compensation programs, plans, and awards for the CEO to the Board of Directors and approves such for the other executive officers, after taking into consideration any past “Say-on-Pay” votes by the shareholders;
		•   reviews and approves any employment and severance arrangements and benefits of the CEO and executive officers;
		•   recommends to the Board of Directors how often MAA should submit to the shareholders the “Say-on-Pay” vote;
		•   recommends the compensation for directors to the Board of Directors;
		•   evaluates and oversees risks associated with compensation policies and practices;
		•   acts as administrator as may be required for our equity-related incentive plans;
		•   reviews and discusses with management the information contained in the Compensation Discussion and Analysis section of the Proxy Statement;
		•   assesses the independence of, retains and oversees compensation consultants, outside counsel and other advisors assisting the committee with the performance of its duties; and
		•   issues a report annually related to executive compensation, as required by the SEC’s proxy solicitation rules.

Nominating and Corporate Governance Committee    Current Members: Ralph Horn (Chairman) Philip W. Norwood Harold W. Ripps William B. Sansom    Number of meetings held in 2013: Three		•   provides assistance and oversight in identifying qualified candidates to serve as members of the Board of Directors;
		•   reviews the qualification and performance of incumbent directors to determine whether to recommend them as nominees for re-election;
		•   reviews and considers candidates for directors who may be suggested by any director or executive officer, or by any shareholder if made in accordance with our charter, bylaws and applicable law; and
		•   recommends to the Board of Directors appropriate corporate governance principles that best serve the practices and objectives of the Board of Directors.

Real Estate Investment Committee    Current Members: H. Eric Bolton, Jr. (Chairman) Thomas H. Lowder Philip W. Norwood W. Reid Sanders    Formed March 20, 2014		•   considers and approves or disapproves specific property acquisitions, dispositions or development projects within approval levels established annually by the Board of Directors;
		•   refers and makes a recommendation on proposed property acquisitions or development projects outside the approval levels established annually by the Board of Directors; and
		•   approves disposition of individual properties not included in the annual strategic plan reviewed and approved by the Board of Directors.

Does the Audit Committee have an Audit Committee Financial Expert?

Our Board of Directors has determined that Alan B. Graf, Jr. meets the qualifications of an audit committee financial expert as defined by applicable SEC rules.

How does the Board of Directors select director candidates?

At the Annual Meeting, shareholders are being asked to elect H. Eric Bolton, Jr., Alan B. Graf, Jr., Ralph Horn, James K. Lowder, Thomas H. Lowder, Claude B. Nielsen, Philip W. Norwood, Harold W. Ripps, W. Reid Sanders, William B. Sansom, Gary Shorb and John W. Spiegel to serve until the 2015 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Director Nomination Policy

It is the policy of the Nominating and Corporate Governance Committee to review and consider all candidates for nomination and election as directors who may be suggested by any of our directors or executive officers. It is our policy to refer to our Nominating and Corporate Governance committee for consideration any director candidate recommended by any shareholder if recommended in accordance with our Amended and Restated Charter, Amended and Restated Bylaws and applicable law.

We will consider for inclusion in our proxy materials for the 2015 Annual Meeting of Shareholders, shareholder proposals that are received at our executive offices no later than December 17, 2014, and that comply with our Amended and Restated Bylaws and all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934. Proposals must be sent to the Nominating and Corporate Governance Committee, Attention: Corporate Secretary, MAA, 6584 Poplar Avenue, Memphis, TN 38138. If you would like to recommend a director candidate, you must follow the procedures outlined above under the caption “Additional Information — How and when may I submit a shareholder proposal for the 2015 Annual Meeting?”

If a shareholder is recommending a candidate to serve on our Board of Directors, the recommendation must include the information specified in our Amended and Restated Bylaws, including the following:

Minimum Director Qualifications

The Nominating and Corporate Governance Committee along with our Board of Directors is responsible for determining the skills and characteristics that need to be met by each director and director nominee in exercising their fiduciary duty to shareowners. In determining director or director nominee qualifications, general requirements applicable to all directors as well as individual skills and experiences that should be represented on the Board of Directors as a whole, but not necessarily by each director, are considered.

The Nominating and Corporate Governance Committee considers each director nominee’s integrity, judgment, experience, independence, material relationships with us, time availability, service on other boards of directors and their committees, or any other characteristics that may prove relevant at any given time as determined by the Nominating and Corporate Governance Committee. A director or director nominee’s knowledge and/or experience in areas such as, but not limited to, real estate investing or other related industries, Real Estate Investment Trusts, or REITs, management, leadership, public companies, equity and debt capital markets, and public company financial accounting are likely to be considered both in relation to the individual’s qualification to serve on our Board of Directors and the needs of our Board of Directors, as a whole.

The Nominating and Corporate Governance Committee seeks to provide diversity on our Board of Directors with a depth of experience and differences in viewpoints and skills. While the Nominating and Corporate Governance Committee does not have a policy about diversity as it pertains solely to our Board of Directors, all of our directors are participants along with our employees in our Code of Business Conduct and Ethics which

embodies diversity as a tremendous asset and one which should be actively embraced. The Nominating and Corporate Governance Committee seeks to embody the spirit of our Code of Business Conduct and Ethics by valuing a diversity of experiences and perspectives in our directors and director nominees.

The retirement age for our directors is 75. Our Corporate Governance Guidelines provide that no director who is or would be over the age of 75 at the expiration of his or her current term may be nominated to a new term, unless the Board of Directors waives the retirement age for a specific director for special circumstances. Such a waiver has been granted with respect to Harold W. Ripps, who is presently 75 years old. As a former director of Colonial Properties Trust, the Board of Directors believes that Mr. Ripps’ continued presence on the Board of Directors will facilitate our post-merger integration efforts in the coming year and thus granted Mr. Ripps a limited waiver from the maximum age limit under our Corporate Governance Guidelines. While it is believed that a director’s knowledge and/or experience can continue to provide benefit to our Board of Directors following a director’s retirement from their primary work affiliation, it is recognized that a director’s knowledge of and involvement in ever changing business environments can weaken and therefore their ability to continue to be an active contributor to our Board of Directors shall be reviewed. Upon a director’s change in employment status, they are required to notify the Chairman of our Board of Directors and the Nominating and Corporate Governance Committee of such change and to offer their resignation for review.

Members of the Nominating and Corporate Governance Committee as well as other Board of Director members and members of executive management may meet with directors or director nominees for purposes of determining their qualifications.

Can I communicate directly with the Board of Directors?

Yes. Shareholders and other interested parties may communicate in writing with our Board of Directors, any of its committees, its independent directors, or any individual director by using the following address:

Corporate Secretary
ATTN: {Group or director to whom you are addressing}
MAA
6584 Poplar Avenue
Memphis, TN 38138

All letters addressed to our Board of Directors or its committees will be forwarded to the appropriate chairman. Letters addressed to the independent directors will be forwarded to one of our co-lead independent directors. Letters addressed to individual directors will be forwarded to the addressee.

Do we have a Code of Ethics?

Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to our executive officers, including the Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as well as our directors and employees. The Code of Business Conduct and Ethics is available in the Governance Documents section of the Corporate Overview link on the For Investors page of our website at http://ir.maac.com. We intend to post amendments to or waivers from our Code of Business Conduct and Ethics (to the extent applicable to our CEO, Principal Financial Officer or Principal Accounting Officer) at this location on our website.

What role does the Board of Directors play in risk management?

Both the Board of Directors as a whole and its respective committees serve an active role in overseeing management of our risks. Our Board of Directors regularly reviews, with members of our senior management and outside advisors, information regarding our strategy and key areas of the company including operations, finance, legal and regulatory, as well as the risks associated with each. Senior management as well as outside advisors also periodically meet with each committee and make representations associated with the risks relevant to the respective committee’s area of focus. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and reviewing the risks associated with our overall compensation practices and policies for all of our employees. The Audit Committee oversees risks associated with financial matters such as accounting, internal controls over financial reporting, tax, fraud assessment and financial policies. The Nominating and Corporate Governance Committee manages risks associated with corporate governance policies, the independence of our Board of Directors and potential conflicts of interest. While each

committee is responsible for evaluating certain risks and overseeing the management of such risks, our Board of Directors is regularly informed through committee reports about such risks.

What is the role of the Compensation Committee?

Scope of Authority.  The Compensation Committee reviews and approves our compensation objectives and our compensation programs, plans, and awards for executive officers, among other things. The Compensation Committee’s charter can be found in the Governance Documents section in the Corporate Overview link on the “For Investors” page of our website at http://ir.maac.com. The Compensation Committee reviews its charter on an annual basis and, if necessary, recommends changes to the charter to our Board of Directors for approval.

The Compensation Committee consists of Philip W. Norwood (Chairman), Ralph Horn, Claude B. Nielsen and William B. Sansom, each of whom is an independent director as affirmatively determined by our Board of Directors. Our Board of Directors consults with our General Counsel to ensure that our Board of Directors’ determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time.

Mr. Norwood, as chairman of the Compensation Committee, is responsible for setting the agenda for meetings. The Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of two or more members of the Compensation Committee, and may delegate authority to make grants and awards under any equity-based plan to the CEO with such limitations as determined by the Compensation Committee and as may be required by law or the listing standards of the NYSE. To date, the Compensation Committee has made no such delegation of its responsibilities.

Roles of Executives in Establishing Compensation.  While H. Eric Bolton, Jr., our CEO, does participate in general meetings of the Compensation Committee, he does not participate in executive sessions nor does he participate in any discussions concerning his own compensation. Annually, upon request from the Compensation Committee, Mr. Bolton provides the Compensation Committee with data pertinent to his and other executive officer’s compensation. This information may from time-to-time include peer executive compensation levels, achievement of individual performance components of their annual bonus plans or data pertinent to their annual base salary increases. The Compensation Committee utilizes this information, along with input from committee members and, at times, outside consultants before making final independent compensation decisions. Mr. Bolton also provides data pertinent to the terms of our long-term incentive plans to the Compensation Committee, upon their request. At the end of any incentive or bonus plan measurement period, Mr. Bolton, along with our Corporate Secretary and/or General Counsel, prepare and present to the Compensation Committee, the preliminary results of the plan for the committee’s review and, if necessary, further evaluation and/or adjustment. All incentive plans are ultimately developed and adopted by the Compensation Committee.

Use of Compensation Consultant.  The Compensation Committee has the power and authority to hire outside advisors or consultants to assist the committee in fulfilling its responsibilities, at our expense and upon terms established by the Compensation Committee. The Compensation Committee has periodically hired external consultants to review the compensation program offered to executive management, benchmark it against industry and peer levels and offer suggestions for changes. The Compensation Committee hired FPL Associates in 2011 to consult on executive and director compensation for 2012 and 2013 and hired Semler Brossy in 2013 to consult on executive and director compensation for 2014. Neither FPL Associates nor Semler Brossy provided any services directly to the company or management.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

General Policy

We have adopted a Code of Business Conduct and Ethics, which specifies our policy relating to conflicts of interest. The Code of Business Conduct and Ethics states that a “conflict of interest” exists when an individual’s private interests interfere in any way or appear from the perspective of a reasonable person to interfere in any way with the interests of the company. Under the Code of Business Conduct and Ethics, an employee who becomes aware of a potential conflict of interest must report the conflict to a supervisor or our internal audit group. If the potential conflict of interest involves our CEO, any of our executive officers, or a director, our Board of Directors will determine whether to grant a waiver if a conflict of interest exists. On an annual basis, the Nominating and Corporate Governance Committee, as well as the full Board of Directors, reviews the independence of each Director, all transactions involving related parties and any potential conflicts of interests. All transactions involving related parties must be approved by a majority of the disinterested members of our Board of Directors.

Indebtedness of Management

None of our executive officers or directors were indebted to us during 2013.

STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners

The number of shares owned and percentage ownership in the following table is based on 74,830,726 shares of common stock outstanding on December 31, 2013. The following table sets forth information as of December 31, 2013, regarding each person known to us to be the beneficial owner of more than five percent of our common stock.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class
The Vanguard Group, Inc.(1) 100 Vanguard Blvd. Malvern, PA 19355			9,309,897				12.4	%
Vanguard Specialized Funds – Vanguard REIT Index Fund(2) 100 Vanguard Blvd. Malvern, PA 19355			5,051,636				6.8	%
BlackRock, Inc.(3) 40 East 52nd Street New York, NY 10022			6,391,951				8.5	%
Invesco Ltd.(4) 1555 Peachtree St NE Atlanta, GA 30309			6,331,177				8.5	%

Security Ownership of Management

The number of shares owned and percentage ownership in the following table is based on 74,979,904 shares of common stock outstanding on February 28, 2014. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of February 28, 2014. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, we believe that the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The following table sets forth the beneficial ownership of our common stock as of February 28, 2014 by (i) each director, (ii) each director nominee, (iii) each executive officer named in the Summary Compensation Table, and (iv) all directors, nominees and executive officers as a group as of February 28, 2014. Except as otherwise indicated, the address of each officer, director and/or nominee listed below is c/o 6584 Poplar Avenue, Memphis, Tennessee 38138.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class
H. Eric Bolton, Jr.**			282,855	(1)			*
Albert M. Campbell, III			29,118	(2)			*
Robert J. DelPriore			5,642	(3)			*
Alan B. Graf, Jr.**			25,903	(4)			*
Thomas L. Grimes, Jr.			29,184	(5)			*
Ralph Horn**			64,163	(6)			*
James K. Lowder**			571,312	(7)			*
Thomas H. Lowder**			781,874	(8)			1.04	%
Claude B. Nielsen**			38,736	(9)			*
Philip W. Norwood**			13,026	(10)			*
Harold W. Ripps**			867,359	(11)			1.16	%
W. Reid Sanders**			120,994	(12)			*
William B. Sansom**			11,104	(13)			*
Gary Shorb**			3,112	(14)			*
John W. Spiegel**			52,143	(15)			*
All Directors, Nominees and Executive Officers as a group (15 Persons)			2,896,525				3.86	%

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors and executive officers file with the Commission initial reports of ownership and reports of changes in ownership of our common stock and furnish us with copies of all forms filed.

To our knowledge, based solely on review of the copies of such reports furnished us and representations that no other reports were required, during the past fiscal year all Section 16(a) filing requirements applicable to our directors and executive officers were completed on a timely basis.

EXECUTIVE OFFICERS

The following individuals served as our executive officers in 2013:

H. ERIC BOLTON, JR.

Mr. Bolton, age 57, is our Chairman of the Board of Directors and Chief Executive Officer. Mr. Bolton joined us in 1994 as Vice President of Development and was named Chief Operating Officer in February 1996 and promoted to President in December 1996. Mr. Bolton assumed the position of Chief Executive Officer in October 2001 and became Chairman of the Board of Directors in September 2002. Mr. Bolton was with Trammell Crow Company for more than five years, and prior to joining us was Executive Vice President and Chief Financial Officer of Trammell Crow Realty Advisors.

ALBERT M. CAMPBELL, III

Mr. Campbell, age 47, is our Executive Vice President and Chief Financial Officer. Prior to his appointment as CFO on January 1, 2010, Mr. Campbell served as our Executive Vice President, Treasurer and Director of Financial Planning and was responsible for managing the funding requirements of the business to support corporate strategy. Mr. Campbell joined us in 1998 and was responsible for external reporting and financial planning. Prior to joining us, Mr. Campbell worked as a Certified Public Accountant with Arthur Andersen and served various finance and accounting roles with Thomas & Betts Corporation.

ROBERT J. DELPRIORE

Mr. DelPriore, age 45, is our Executive Vice President and General Counsel. Mr. DelPriore joined us in August 2013. Prior to joining MAA, Mr. DelPriore was a partner in the securities department of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC and served as counsel to MAA. Mr. DelPriore joined Baker, Donelson, Bearman, Caldwell & Berkowitz, PC in February 2008. Prior to that, Mr. DelPriore was a partner in the corporate securities group of Bass, Berry & Sims PLC.

THOMAS L. GRIMES, JR.

Mr. Grimes, age 45, is our Executive Vice President and Chief Operating Officer. Mr. Grimes was promoted to Chief Operating Officer in December 2011, having previously served as Executive Vice President and Director of Property Management. Prior to this position Mr. Grimes served us as an Operations Director over the Central and North Regions. He also served as Director of Business Development where he worked with our joint venture partners, managed our new development efforts and directed our ancillary income business. Mr. Grimes joined us in 1994.

COMPENSATION DISCUSSION & ANALYSIS

EXECUTIVE SUMMARY

INTRODUCTION

Our compensation discussion and analysis provides a detailed discussion of our executive compensation philosophy, objectives and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our named executive officers for 2013, who were:

Name		Title
H. Eric Bolton, Jr.		Chairman of the Board and Chief Executive Officer
Albert M. Campbell, III		Executive Vice President and Chief Financial Officer
Thomas L. Grimes, Jr.		Executive Vice President and Chief Operating Officer
Robert J. DelPriore		Executive Vice President and General Counsel

Our compensation philosophy is that compensation for all employees, including our named executive officers, should be:

We have designed our compensation programs to reflect each of these characteristics. Our named executive officers receive a compensation package that primarily consists of an annual base salary, annual incentive awards, and long-term incentive awards. The performance-based incentives seek to reward both short-term and long-term results and to align the interests of our executive officers and other participants with the interests of our shareholders. Generally, our long-term compensation is in the form of restricted shares of our common stock, where the majority of the opportunity is based on our total shareholder return performance. Our Board of Directors has established stock ownership guidelines of three times annual base salary for our Chief Executive Officer and two times annual base salary for our other named executive officers which acts to further align the interests of our executive officers with those of our shareholders.

2013 SAY ON PAY VOTE

As previously announced at the 2013 Annual Meeting of Shareholders, our executive officer compensation for 2012 was approved by 96% of the votes cast on the matter. The Compensation Committee and the Company considered these results to be an endorsement by shareholders of the Company’s target level and actual executive compensation.

2013 ACHIEVEMENTS AND VALUE CREATION

On October 1, 2013, we completed our merger with Colonial Properties Trust resulting in a combined company with equity market capitalization of approximately $4.9 billion and a total market capitalization of approximately $8.3 billion. We also continued to strengthen our balance sheet in 2013, issuing $350 million of public bonds through our operating partnership and expanding the capacity of our unsecured credit facility to $500 million.

We continued to recycle capital, selling nine multifamily communities, acquiring four multifamily communities and completing the development of two multifamily communities.

Our Core Funds From Operations, or Core FFO, was $4.94 per diluted share and unit which was $0.08 per share higher than the midpoint of our guidance for the full year. Total shareholder return for the year was -2.2%. While negative, our return did outperform the SNL US REIT Multifamily Index which was -4.4% for the year.

SUMMARY OF 2013 NAMED EXECUTIVE OFFICERS’ COMPENSATION

Base Salary

The following table indicates the base salaries and percent increases from the prior year for our named executive officers:

		Base Salary								Percent Increase
		2013				2012
Mr. Bolton		$	525,000			$	496,000				5.8	%
Mr. Campbell		$	325,000			$	305,000				6.6	%
Mr. Grimes		$	325,000			$	300,000				8.3	%
Mr. DelPriore*		$	275,000				N/A				N/A

Annual Incentive Compensation

Annual incentive compensation is intended to compensate executive officers for achieving our annual financial goals. Our named executive officers earned the following annual bonuses for 2013:

		2013 Annual Bonus Paid in 2014
		Cash Amount				Percent of 2013 Base Salary				Percent of Maximum Opportunity Earned
Mr. Bolton		$	1,050,000				200	%			100	%
Mr. Campbell		$	325,000				100	%			100	%
Mr. Grimes		$	325,000				100	%			100	%
Mr. DelPriore*		$	100,205				36	%			100	%

Long Term Incentive Compensation

Equity-based plans provide for longer-term incentives that both align executive officer performance with our long-term goals and offer a retention component to the compensation package. Under our 2013 Long Term Incentive Program, or 2013 LTIP, our named executive officers received the following awards:

		Shares Issued in 2014				Vesting				Percent of Opportunity Earned
Mr. Bolton			12,353				25% each year January 2015 thru January 2018				51	%
Mr. Campbell			5,088				25% each year January 2015 thru January 2018				51	%
Mr. Grimes			5,088				25% each year January 2015 thru January 2018				51	%
Mr. DelPriore*			N/A

SAY ON PAY RESULTS

As previously announced at the 2013 Annual Meeting of Shareholders, our executive officer compensation for 2012 was approved by over 96% of the votes cast on the matter. We believe our programs are effectively designed and working well in alignment with the interests of our shareholders and are instrumental to achieving our business strategy. In determining executive compensation for 2013, the Compensation Committee considered the overwhelming shareholder support that the “Say-on-Pay” proposal received. As a result, the Compensation Committee continued to apply the same effective principles and philosophy it has used in previous years in determining executive compensation and will continue to consider shareholder concerns and feedback in the future.

At the 2014 Annual Meeting of Shareholders, we will again hold an annual advisory vote to approve executive compensation (see page 62). The Compensation Committee will continue to consider the results from this year’s and future advisory votes on executive compensation, as well as feedback from shareowners throughout the course of such year.

Also as previously announced, in accordance with a majority of the votes cast at the 2011 Annual Meeting of Shareholders, we intend to hold an advisory shareholder vote on our executive compensation annually. We intend to hold an advisory vote on the frequency of such advisory votes on executive compensation at or before our 2017 Annual Meeting of Shareholders.

PAY FOR PERFORMANCE ANALYSIS

HOW PAY IS TIED TO COMPANY PERFORMANCE

Our compensation programs are designed to reward employees for producing sustainable growth, to attract and retain world-class talent and to align compensation with the long-term interests of our shareholders. The Compensation Committee strongly believes that executive compensation — both pay opportunities and pay actually realized — should be tied to our performance. The Compensation Committee views performance in two primary ways:

Operating Performance

We had strong financial results in 2013, as more specifically described under the heading “Management’s Discussion and Analysis” in our Annual Report on Form 10-K. Highlights for 2013 include:

Generally accepted accounting principles, or GAAP, reconciliation for Core FFO per Share is set forth on Appendix A of this Proxy Statement.

Return to Shareholders

We have consistently returned significant value to shareholders over the long-term, based on total shareholder return. We have continuously paid a quarterly dividend since April 1994 and have never decreased our dividend rate.

The following chart shows how a $100 investment in our common stock on December 31, 2008 would have grown to $207.37 on December 31, 2013, with dividends reinvested quarterly. The chart also compares the total shareholder return on our common stock to the same investment in the S&P 500 Index and the FTSE NAREIT Equity Index prepared by the National Association of Real Estate Investment Trusts, or NAREIT. The performance chart is not necessarily indicative of future investment performance.

UNDERSTANDING MR. BOLTON’S PAY

This section provides additional detail on the rationale for Mr. Bolton’s pay.

Mr. Bolton’s Accomplishments as Chief Executive Officer

Under the leadership of Mr. Bolton, who became Chief Executive Officer in October 2001 and Chairman of the Board in September 2002, we have performed very well and delivered significant value to shareholders. In addition, the Compensation Committee believes that Mr. Bolton’s strategic vision and focus on long-term sustainable growth has laid a solid foundation for future growth. The Compensation Committee believes that Mr. Bolton’s leadership has directly contributed to the company’s strong performance over the last several years and should be appropriately rewarded.

Recent MAA Milestones

Received Upgrade to BBB by Standard & Poor's Ratings Agency

Named to S&P MidCap 400 Index

Completed first public bond offering for $350 million

Acquired multifamily properties totaling $129 million and completed development on an additional $61 million

Returned $140.7 million to shareholders in dividends

Raised annual dividend rate for 2014 to $2.92

Received initial investment grade credit rating of BBB- from Standard & Poor's Ratings Services

Acquired multifamily properties totaling $326 million and completed development on an additional $84 million

Returned $107.8 million to shareholders in dividends

Raised annual dividend rate for 2013 to $2.78

Acquired multifamily properties totaling $379 million

Returned $92.2 million to shareholders in dividends

Raised annual dividend rate for 2012 to $2.64

Recent Compensation Committee Actions

After considering the company’s operating performance and return to shareholders, Mr. Bolton’s strong leadership and individual accomplishments, the Compensation Committee took the following actions with respect to Mr. Bolton’s 2013 compensation:

SUMMARY OF EXECUTIVE COMPENSATION PRACTICES

Our compensation philosophy is to drive and support our long-term goal of sustainable growth and total shareholder return by paying for performance, with due consideration to balancing risk and reward. By “sustainable growth” we mean investing in our long-term opportunities while meeting our short-term commitments. The main objective of our executive officer compensation program is to align the interests of our executive officers with the interests of shareholders. To achieve this alignment, we must attract and retain individuals with the appropriate expertise and leadership ability, and we must motivate and reward them to build long-term shareholder value. We and our competitors recruit from a limited pool of resources for individuals, who are highly experienced, successful and well rewarded. Accordingly, our executive officer compensation program is designed to link annual and long-term cash and stock incentives to the achievement of measurable corporate, business unit and individual performance objectives and to align executive officers’ interest with shareholder value creation. To achieve these objectives, the Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of our executive officers, evaluates executive officer performance in light of those goals and sets executive officer compensation levels based on this evaluation.

The Compensation Committee generally sets executive compensation programs to be competitive with other well-managed, multi-family REITs and private real estate companies, taking into account individually each component of compensation. The Compensation Committee intends for each component and the aggregate of the compensation program to be competitive and to address the Compensation Committee’s general underlying philosophy and policies for executive officer compensation:

Our Compensation Committee evaluates the effectiveness of its compensation programs by reviewing our performance as a whole and the performance of individual officers. In doing so, the Compensation Committee may take into account our strategy as annually presented to our Board of Directors, the total return being delivered to our shareholders as well as the return being earned by the shareholders of our peers, our fiscal performance both annually and for longer-term periods, as well as the executive officer’s individual goals. To the extent that the Compensation Committee believes that changes to compensation programs are warranted, it will make changes to the plans as they conclude with respect to long-term incentive plans, and annually with respect to annual bonus plans.

Our compensation program is designed to reward our executive officers when they achieve our annual business goals, build shareholder value and maintain long-term careers with us. We reward these three aspects so that the team will make balanced annual and long-term decisions that result in consistent financial performance, innovation and collaboration.

Below, we summarize certain executive compensation practices, both the practices we have implemented to drive performance and the practices we have not implemented because we do not believe they would serve our shareholders’ long-term interest.

What We Do

What We Don’t Do

WHAT WE PAY AND WHY: ELEMENTS OF COMPENSATION

OVERVIEW

We have three elements of total direct compensation: base salary, annual incentive and long-term incentive compensation. As illustrated in the accompanying chart, in 2013, 80% of the reported named executive officers’ total direct compensation opportunity was performance-based and not guaranteed and 50% was in the form of long-term incentive compensation.

2013 Total Compensation Opportunity

Our target total direct compensation table below summarizes the levels established by our Compensation Committee with respect to salary, target bonus, and target total direct compensation. We discuss each element of the table in the narrative that follows.

						Annual Bonus Plan												2013 LTIP												Target Total
		Base Salary(1)				Potential Percent of Base Salary				Target Percent of Base Salary				Dollar Target(2)				Potential Percent of Base Salary				Target Percent of Base Salary				Dollar Target(3)
Mr. Bolton		$	525,000				0% – 200%				100	%		$	525,000				0% – 300%				218	%		$	1,144,500			$	2,194,500
Mr. Campbell		$	325,000				0% – 100%				50	%		$	162,500				0% – 200%				146	%		$	474,500			$	962,000
Mr. Grimes		$	325,000				0% – 100%				50	%		$	162,500				0% – 200%				146	%		$	474,500			$	962,000
Mr. DelPriore		$	275,000				N/A				N/A				N/A				N/A				N/A				N/A			$	275,000

The amount of past compensation, including annual bonus awards and amounts realized or realizable from prior long-term, equity-based incentives, is generally not a significant factor in the Compensation Committee’s considerations, because these awards would have been earned based on prior years’ performances. The Compensation Committee does, however, consider the timings of prior awards when reviewing the retention aspects of compensation packages.

BASE SALARY

We pay base salaries to attract talented executives and to provide a fixed base of cash compensation. Because several other elements of compensation are driven by base salary, the Compensation Committee is careful to set the appropriate level of base salary. A survey of our comparator group’s pay practices was considered in determining the salary range for each named executive officer. These ranges are used as guidelines in determining individual salaries, but there is no targeted amount in the range.

Base salaries for the named executive officers are individually determined by the Compensation Committee within the appropriate salary range after consideration of:

We do not set the base salary of any employee, including any named executive officer, at a certain multiple of the salary of another employee.

Generally speaking, there are two situations that may warrant an adjustment to base salary:

The following table indicates the base salaries and percent increases from the prior year for our named executive officers:

		Base Salary								Percent Increase
		2013				2012
Mr. Bolton		$	525,000			$	496,000				5.8	%
Mr. Campbell		$	325,000			$	305,000				6.6	%
Mr. Grimes		$	325,000			$	300,000				8.3	%
Mr. DelPriore*		$	275,000				N/A				N/A

Merit increases for the named executive officers were approved in December 2012 and effective January 1, 2013. The Compensation Committee believed the increase to Mr. Bolton’s base salary was appropriate in light of the growth in size and complexity of the company and Mr. Bolton’s continued contribution to the company’s achievements and his strong leadership. The Compensation Committee believed the increases in base salary of the other named executive officers were appropriate based on the company’s strong performance and each executive’s individual achievements in 2012. For Mr. Bolton, this represented an increase of 5.8%, which the Compensation Committee felt moved Mr. Bolton towards a level that more appropriately reflected his level of experience and past performance for us and was in line with how the company approaches salary to market comparables on a company-wide basis. Mr. Campbell received an increase of 6.6%, which the Compensation Committee felt was a more appropriate reflection of Mr. Campbell’s skills and past performance for us. Mr. Grimes received an increase of 8.3%, which the Compensation Committee felt more appropriately reflected his skills, past performance for us and length of tenure in his current position.

ANNUAL INCENTIVE COMPENSATION

We pay annual incentives to drive the achievement of key business results and to recognize individuals based on their contributions to those results. The Compensation Committee believes that this feature of compensation motivates executive officers to strive to attain our annual goals. Annual incentives were determined under the 2013 Annual Incentive Program.

For 2013, total annual bonus plan opportunities were based on 2013 base salaries as follows:

		Base Salary				Percentage of 2013 Base Salary				Maximum Payment Based on 2013 Performance
Mr. Bolton		$	525,000				200	%		$	1,050,000
Mr. Campbell		$	325,000				100	%		$	325,000
Mr. Grimes		$	325,000				100	%		$	325,000
Mr. DelPriore*			N/A				N/A				N/A

The annual bonus plan for executive officers for 2013 was based on funds from operations per diluted share and unit, or FFO per Share, growth. The Compensation Committee felt it was appropriate to base the 2013 annual incentive on specific and quantifiable company performance metrics because the award is intended to reward the executive officer for achieving our corporate financial goals established for the year. When setting the goals for these performance metrics, the Compensation Committee established annual performance targets that if achieved would continue to promote the long-term health and strength of the company. In determining actual results, the Compensation Committee reserves the right to adjust FFO per

Share for items impacting the metric which were not contemplated in the original overall business strategy ratified by our Board of Directors, but which the Compensation Committee feels were in the best interest of shareholders.

The Compensation Committee approved the following payout schedule under the annual bonus plan:

Performance		FFO per Share Growth				Percent of Bonus Opportunity
Minimum Threshold			<4.0%				0%
Threshold I			4.0% – 4.49%				12.5%
Threshold II			4.5% – 4.99%				28.5%
Threshold III			5.0% – 5.49%				37.5%
Target			5.5% – 5.99%				50.0%
Target I			6.0% – 6.49%				62.5%
Target II			6.5% – 6.99%				75.0%
Target III			7.0% – 7.49%				87.5%
High			>7.49%				100%

Summary of Payments

In March 2014, the Compensation Committee met to consider the payment of bonuses under the plan. The Compensation Committee noted that the merger with Colonial had not been approved at the time the performance targets were established for the 2013 Annual Incentive Program. As a result, the Compensation Committee did not contemplate the impact of merger-related expenses on FFO per Share growth in setting the performance targets. The Compensation Committee reviewed FFO per share and determined that the expenses related to the merger with Colonial were resulting in an inconsistent comparison to 2012 results. As a result, the Compensation Committee determined to base performance growth on FFO per Share adjusted for merger expenses. FFO per Share adjusted for merger expenses for 2013 was 8.4% higher than FFO per Share for 2012, resulting in the High payout under the 2013 Annual Incentive Program. The GAAP reconciliation for FFO per Share growth as adjusted for merger expenses is set forth on Appendix A of this Proxy Statement.

Following these determinations, the Compensation Committee, and in regards to Mr. Bolton, the Board of Directors, awarded the following annual bonuses to our named executive officers for 2013:

		Base Salary				Maximum Percentage of Base Salary				Percent of Bonus Opportunity Earned				Annual Incentive Payment
Mr. Bolton		$	525,000				200	%			100	%		$	1,050,000
Mr. Campbell		$	325,000				100	%			100	%		$	325,000
Mr. Grimes		$	325,000				100	%			100	%		$	325,000
Mr. DelPriore*			N/A				N/A				N/A				N/A

Mr. DelPriore was not a participant in the 2013 Annual Incentive Program as he joined the company in August 2013; however, the Compensation Committee felt that it was appropriate to base Mr. DelPriore’s bonus on similar aspects as the other executives as his contributions contributed to our performance for 2013. As such, in March 2014, the Compensation Committee awarded Mr. DelPriore a cash bonus of $100,205 which represented the equivalent of 100% of his 2013 base salary, adjusted on a pro-rata basis for his length of service in 2013.

LONG-TERM INCENTIVE COMPENSATION

General

We provide performance-based long-term incentive compensation to certain employees, including the named executive officers, to directly tie the interests of these individuals to the interests of our shareholders. We believe that long-term equity compensation is an important retention tool. We also encourage stock

ownership which we regard as important for commitment, engagement and motivation and have adopted stock ownership guidelines for our named executive officers. In 2013, we granted long-term incentive compensation to approximately 67 employees, including the named executive officers.

Potential Value of Long Term Incentive Compensation Awarded

The Compensation Committee believes that a significant percentage of our long term incentive compensation should be performance based. The 2013 LTIP included two performance tranches. One tranche awarded shares on a sliding scale dependent upon absolute total shareholder return, or TSR, performance. The other tranche awarded shares on a sliding scale dependent on relative TSR performance. For each of the absolute TSR and relative TSR tranches, there were three performance periods during which TSR would be measured, January 1, 2013 through December 31, 2013, January 1, 2012 through December 31, 2013 and January 1, 2011 through December 31, 2013. The 2013 LTIP also included time based shares dependent on continued employment in good standing. Our CEO had the opportunity to earn up to 300% of his base salary and the remaining named executive officers (other than Mr. DelPriore, who was not a participant in the 2013 LTIP) had the opportunity to earn up to 200% of their base salary in shares of restricted stock. The following chart indicates the maximum award opportunities as a percentage of base salary:

		Absolute TSR (40% of Opportunity)												Relative TSR (40% of Opportunity)												Service Based (20% of Opportunity)				Total Potential
		1 Year				2 Year				3 Year				1 Year				2 Year				3 Year
Mr. Bolton			40	%			40	%			40	%			40	%			40	%			40	%			60	%			300	%
Other Named Executive Officers*			26	%			27	%			27	%			26	%			27	%			27	%			40	%			200	%

The Compensation Committee sets ranges for long term incentive compensation for each of our named executive officers. A survey of our comparator group’s pay practices is considered in determining the ranges. The Compensation Committee does not target a specific percentile ranking against our comparator group.

The actual value of long term incentive compensation within such ranges awarded to each named executive officer is individually determined, at the discretion of the Compensation Committee, after considering:

In determining the value of long term incentive compensation awards to the named executive officers in December 2012, the Compensation Committee also took into consideration, among other things, the company’s strong operating performance and return to shareholders.

Mix of Equity Vehicles

As described above, we use a mix of time vested restricted stock and performance shares when making annual long-term equity awards. Once the value of the 2013 LTIP award was determined, the Compensation Committee granted approximately 80% of the value in performance shares and 20% in time vested restricted stock. One half of the performance shares may be earned based on relative total shareholder return, or TSR, and one half of the performance shares may be earned based on absolute TSR.

The Compensation Committee believes this mix of equity vehicles strikes the appropriate balance between the achievement of performance measures (performance shares) and rewarding increases in the market value of, and dividends paid on, our common stock (time vested restricted stock).

As noted above, we currently measure performance based solely on return to shareholders. As a further pay for performance measure, we believe that an allocation of 80% of the potential award opportunity to performance shares creates an appropriate pay for performance alignment with shareholders.

Performance Shares

Performance shares provide an opportunity for employees to receive common stock if a performance measure is met for a pre-defined performance period. No outstanding performance share awards provide for the payment of dividends or dividend equivalents during the performance period. There are two types of performance shares awarded under the 2013 LTIP: performance shares based on Absolute TSR and performance shares based on Relative TSR.

The following chart shows the performance metrics for the Absolute TSR performance shares:

Performance Level		MAA TSR				Percent of Absolute TSR Opportunity Earned
High			10.00%				100	%
Target			9.00% – 9.99%				66	%
Threshold			8.00% – 8.99%				33	%
			< 8.00%				0	%

Performance shares earned in the absolute TSR category were issued on January 24, 2014 and will vest 25% on January 23, 2015, 25% on January 22, 2016, 25% on January 24, 2017 and 25% on January 24, 2018, dependent upon continued employment in good standing through each vest date.

The following chart shows the performance metrics for the relative TSR performance shares:

Performance Level		MAA TSR in excess of SNL US REIT Multifamily Index				Percent of Relative TSR Opportunity Earned
High			200 basis points				100	%
Target			100 bps – 199 bps				66	%
Threshold			0 bps – 99 bps				33	%
			Below Index				0	%

Performance shares earned in the relative TSR category were issued on January 24, 2014 and will vest 25% on January 23, 2015, 25% on January 22, 2016, 25% on January 24, 2017 and 25% on January 24, 2018, dependent upon continued employment in good standing through each vest date.

Summary of Payments

In January 2014, the company certified to the Compensation Committee that the following performance levels had been achieved:

Absolute TSR Calculations

Performance Period		Annualized TSR MAA				Percent of Opportunity Earned
January 1, 2011 through December 31, 2013			2.84	%			0	%
January 1, 2012 through December 31, 2013			3.02	%			0	%
January 1, 2013 through December 31, 2013			-1.80	%			0	%

Relative TSR Calculations

		Annualized TSR
Performance Period		MAA				SNL US REIT Multifamily Index				Percent of Opportunity Earned
January 1, 2011 through December 31, 2013			2.84	%			2.12	%			33	%
January 1, 2012 through December 31, 2013			3.02	%			-1.95	%			100	%
January 1, 2013 through December 31, 2013			-1.80	%			-6.74	%			100	%

As a result of the performance described in the tables above, the following performance shares were awarded under the 2013 LTIP:

		Absolute TSR												Relative TSR
		1 Year				2 Year				3 Year				1 Year				2 Year				3 Year				Total Shares
Mr. Bolton			—				—				—				3,225				3,225				1,065				7,515
Mr. Campbell			—				—				—				1,298				1,348				445				3,091
Mr. Grimes			—				—				—				1,298				1,348				445				3,091
Mr. DelPriore*			N/A				N/A				N/A				N/A				N/A				N/A				N/A

Time Vested Restricted Stock

We believe that time vested restricted stock is performance-based because its value is solely tied to the Company’s stock price, which directly correlates to our shareholders’ interests. We grant restricted stock for several reasons, including:

While we do not believe that restricted stock causes a focus on short-term stock price movements or leads to excessive risk-taking, our compensation policies include risk mitigation features (see page 31). We have significant share ownership requirements (see page 34) to ensure that a significant portion of executive officers’ net worth is in our common stock and therefore tied to long-term sustainable performance. Further, we do not, and have not, backdated or repriced options.

Our named executive officers were awarded the following time vested restricted shares under the 2013 LTIP:

		Number of Shares
Mr. Bolton			4,838
Mr. Campbell			1,997
Mr. Grimes			1,997
Mr. DelPriore*			N/A

The shares awarded will vest 25% on January 23, 2015, 25% on January 22, 2016, 25% on January 24, 2017 and 25% on January 24, 2018, dependent upon continued employment in good standing through each vest date.

ADDITIONAL COMPENSATION ELEMENTS

Benefits

In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with the Company. The named executive officers generally participate in the same benefit plans as the broader employee population of MAA.

Employment Agreement

Mr. Bolton is our only named executive officer with an employment agreement. The material terms of his employment agreement and amounts payable are described in the “Executive Compensation” section of this Proxy Statement under the subheading “Employment Agreements and Potential Payments Upon Termination or Change in Control” on page 43.

Change of Control Contracts

Messrs. Campbell and Grimes have change of control contracts. These change in control contracts are described in the “Executive Compensation” section of this Proxy Statement under the subheading “Employment Agreements and Potential Payments Upon Termination or Change in Control” on page 43.

Deferred Compensation Plans

Messrs. Bolton, Campbell, Grimes and DelPriore are eligible to participate in the Mid-America Apartment Communities Non-Qualified Executive Deferred Compensation Retirement Plan as Amended Effective November 30, 2010, or Deferred Comp Plan. The Deferred Comp Plan is a supplemental non-qualified deferred compensation plan made available to select employees to enable them to accumulate retirement benefits without the limitations on contributions placed on the Mid-America Apartment Communities, Inc. 401(k) Savings Plan. We may, but are not obligated to, make matching contributions, up to 6% of the participant’s compensation. The deferred compensation amounts of Messrs. Bolton, Campbell, Grimes and DelPriore, and any resultant matches by the Company are considered general assets of the company and are subject to claims of the Company’s creditors.

In accordance with the Deferred Comp Plan, benefits are paid out over five years beginning on the first day following the sixth full month occurring after either death, disability or the participant’s cessation of employment.

HOW WE MAKE COMPENSATION DECISIONS

RISK CONSIDERATIONS

The Compensation Committee reviews the risks and rewards associated with our compensation programs. The programs are designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the short term and the long term.

Management and the Compensation Committee regularly evaluate the risks involved with compensation programs and do not believe any of our compensation programs create risks that are reasonably likely to have a material adverse impact on us. In 2013, we conducted an inventory of incentive plans and programs and considered factors such as the plan metrics, number of participants, maximum payments and risk mitigation factors.

The Compensation Committee evaluates risks and rewards associated with our overall compensation philosophy and structure. Management discusses with the Compensation Committee the systems that have been put in place to identify and mitigate, as necessary, potential risks. With respect to specific elements of compensation:

DECISION-MAKING PROCESS AND ROLE OF EXECUTIVE OFFICERS

We believe that the levels of compensation we provide should be competitively reasonable and appropriate for our business needs and circumstances. Our approach is to consider competitive compensation practices and relevant factors rather than establishing compensation at specific benchmark percentiles. This enables us to respond to dynamics in the labor market and provides us with flexibility in maintaining and enhancing our executive officers’ engagement, focus, motivation and enthusiasm for our future.

We follow a two-phase process. In the first phase, the Compensation Committee periodically engages a compensation consultant to conduct a competitive compensation analysis. In 2011, the Compensation Committee hired a consultant to benchmark individual compensation levels and opportunities for base salary, annual bonus, long-term incentive compensation and total remuneration (salary plus bonus plus annualized value of long-term incentives) to assist in establishing compensation for 2012. The Compensation Committee did not hire a compensation consultant in 2012 to assist in evaluating compensation decisions for 2013. The Compensation Committee does not believe it is competitively reasonable or appropriate for executive compensation to be above or below a benchmark range. In the second phase, we consider many factors in determining appropriate compensation levels for each executive officer. These considerations may include:

We do not have a pre-defined framework that determines which of these factors may be more or less important, and the emphasis placed on specific factors may vary among the executive officers. Ultimately, it is the Compensation Committee’s judgment of these factors along with competitive data that form the basis for determining the CEO’s compensation. The Compensation Committee and the CEO follow a similar practice to determine the basis of the other executive officers’ compensation.

While Mr. Bolton, our CEO, did participate in general meetings of the Compensation Committee in 2013, he did not participate in executive sessions nor did he participate in any discussions concerning his own

compensation. Annually, upon request from the Compensation Committee, our CEO provides the Compensation Committee with data pertinent to his and the other executive officers’ compensation. This information may from time-to-time include peer executive compensation levels, achievement of individual performance components of their annual bonus plans, or data pertinent to their annual base salary increases. The Compensation Committee utilizes this information, along with input from committee members, and, at times, outside consultants, and in the case of our CEO, input from all of the members of the Board of Directors before making final independent compensation decisions. Our CEO also provides data pertinent to the terms of our long-term incentive plans to the Compensation Committee, upon their request. At the end of any incentive or bonus plan measurement period, our CEO, along with our Corporate Secretary and/or General Counsel, prepare and present to the Compensation Committee, the preliminary results of the plan for the committee’s review and, if necessary, further evaluation and/or adjustment. All incentive plans are ultimately developed and adopted by the Compensation Committee. All compensation related to our CEO is recommended by the Compensation Committee to our full Board of Directors, which ultimately has responsibility for approving CEO compensation.

The Compensation Committee has not awarded any stock options since 2002. When the Compensation Committee was utilizing stock options as part of the compensation package they consistently maintained a practice to award stock options only at specific times in order to avoid any claim that grants to executive officers were initiated during periods potentially advantageous to them. During its winter meeting, the Compensation Committee would grant stock options to a broad group of employees, including executive officers, in amounts determined by the Compensation Committee. These grants were effective on the day awarded by the Compensation Committee with exercise prices equal to the closing price of our common stock on the NYSE on that day. Other than the annual grants described above, the Compensation Committee only considered additional grants for new employees. These grants were made in conjunction with the hiring of the employee and after Compensation Committee approval with the exercise price being equal to the closing price of our common stock on the NYSE on the day of grant.

COMPENSATION COMPARATOR GROUP

We use a comparator group of companies when making certain compensation decisions. Our comparator group is used:

While the Compensation Committee examines data about executive compensation at other comparator companies, compensation paid at other companies is not a primary factor in the decision-making process.

The comparator group companies for 2013 are listed below. There were no changes from the 2012 list of comparators:

ROLE OF COMPENSATION CONSULTANT

Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any consultant, as well as to approve the consultant’s fees and other terms of the engagement. The Compensation Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. In 2011, the Compensation Committee engaged FPL Associates LLP, or FPL, as its compensation consultant. The Compensation Committee did not engage any compensation consultant in 2012 with respect to 2013 compensation decisions.

Prior to the retention of a compensation consultant or any other external advisor, and from time to time as the Committee deems appropriate, the Compensation Committee assesses the independence of such advisor from management, taking into consideration all factors relevant to such advisor’s independence, including the factors specified in the New York Stock Exchange listing standards.

The Compensation Committee assessed FPL’s independence, taking into account the following factors:

FPL has provided the Compensation Committee with appropriate assurances and confirmation of its independent status pursuant to the factors indicated above. The Compensation Committee believes that FPL has been independent throughout its service for the Committee and there is no conflict of interest between FPL and the Compensation Committee.

SHARE OWNERSHIP GUIDELINES

We have share ownership guidelines for our named executive officers. These guidelines are designed to align the executives’ long-term financial interests with those of shareholders. Our Board of Directors has adopted stock ownership guidelines for our named executive officers requiring Mr. Bolton to own MAA stock worth three times his annual base salary and our other named executive officers to own MAA stock worth two times their respective annual base salaries. Each executive has three years from the date he or she becomes subject to the share ownership guidelines to meet his or her target. If an executive is promoted and the target is increased, an additional three-year period is provided to meet the target. Stock options do not count toward the ownership guideline and performance shares count only after the performance criteria has been met.

All named executive officers exceed their share ownership guidelines other than Mr. DelPriore, who joined MAA in August 2013 and has until August 2016 to meet the share ownership guidelines.

TRADING CONTROLS AND HEDGING, PLEDGING AND SHORT SALE POLICIES

Executive officers, including the named executive officers, are required to receive the permission of our General Counsel (and our General Counsel is required to receive the permission of our Chief Ethics and Compliance Officer) prior to entering into any transactions in our securities. Generally, trading is permitted only during announced trading periods. Employees who are subject to trading restrictions, including the named executive officers, may enter into a trading plan under Rule 10b5-1 of the 1934 Act. These trading plans may be entered into only during an open trading period and must be approved by MAA. We require trading plans to include a waiting period and the trading plans may not be amended during their term. The named executive officer bears full responsibility if he or she violates our policy by permitting shares to be bought or sold without pre-approval or when trading is restricted.

Executive officers are prohibited from entering into hedging and short sale transactions or pledging common stock.

CLAWBACK PROVISIONS

We have adopted a clawback policy. Under this policy, if we are required to prepare an accounting restatement, the Compensation Committee may require our executive officers to repay to MAA any portion of incentive compensation paid in the preceding three years that would not have been paid if such compensation had been determined based on the financial results reported in the restated financial statement.

TAX AND ACCOUNTING IMPLICATIONS OF COMPENSATION

Section 162(m) of the Internal Revenue Code of 1986, as amended, prohibits publicly traded companies from taking a tax deduction for compensation in excess of $1 million paid to the chief executive officer or any of its three other most highly compensated executive officers (other than the chief financial officer) for any fiscal year, who are referred to as “covered employees” under Section 162(m). Certain “performance-based compensation” is excluded from this $1 million cap. The Company believes, however, that because of the structure of the Company and its affiliates, it does not have “covered employees” whose compensation is subject to the $1 million deduction limit under Section 162(m). Since the Company qualifies as a REIT under the Internal Revenue Code and is generally not subject to Federal income taxes, the payment of compensation that fails to satisfy the requirements of Section 162(m) would not have a material adverse consequence to the Company, provided the Company continues to distribute 100% of its taxable income. If we make compensation payments subject to Section 162(m) limitations on deductibility, we may be required to make additional distributions to shareholders to comply with our REIT distribution requirements and eliminate our U.S. federal income tax liability or, alternatively, a larger portion of shareholder distributions that would otherwise have been treated as a return of capital may be subject to federal income tax expense as dividend income. Any such compensation allocated to the Company's taxable REIT subsidiaries whose income is subject to federal income tax would result in an increase in income taxes due to the inability to deduct such compensation. Although the Company is mindful of the limits imposed by Section 162(m), even if it is determined that Section 162(m) applies or may apply to certain compensation packages, the Company nevertheless reserves the right to structure the compensation packages and awards in a manner that may exceed the limitation on deduction imposed by Section 162(m).

CONCLUSION

The Compensation Committee believes that our executive leadership is a key element to our success and that the compensation package offered to the executive officers is a key element in attracting, retaining and motivating the appropriate personnel.

The Compensation Committee believes it has historically maintained compensation for our executive officers at levels that are reflective of the talent and success of the individuals being compensated, and with the inclusion of additional compensation directly tied to performance, the Compensation Committee believes executive compensation will be sufficiently comparable to its industry peers to allow us to retain our key personnel at costs which are appropriate for MAA.

The Compensation Committee will continue to develop, analyze and review its methods for aligning executive management’s long-term compensation with the benefits generated for shareholders. The Compensation Committee believes the idea of creating ownership in MAA helps align management’s interests with the interests of shareholders. The Compensation Committee has no pre-determined timeline for implementing new or ongoing long-term incentive plans. New plans are reviewed, discussed and implemented as the Compensation Committee feels it is necessary or appropriate as a measure to incent, retain and reward our executive officers.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of Mid-America Apartment Communities, Inc. has reviewed and discussed with management the information contained in the Compensation Discussion & Analysis section of this Proxy Statement and recommended to the Board of Directors that the Compensation Discussion & Analysis be included in this Proxy Statement and our Annual Report on Form 10-K.

COMPENSATION COMMITTEE:
Philip W. Norwood (Chairman)
Ralph Horn
William B. Sansom

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding compensation earned by our named executive officers. Values for stock and option awards represent full grant date fair value in accordance with FASB ASC Topic 718 and appear in the year of the grant. These values represent the total expense that we expect to recognize over time related to the plan, but due to performance and employment requirements, as well as vesting schedules, they may or may not represent the value or timing of stock as recognized by the named executive officers under the respective stock or option plan. For information on actual shares issued to named executive officers through stock and option plans, please see the footnotes to this table and the Outstanding Equity Awards table found later in this Proxy Statement.

Name and Principal Position		Year				Salary ($)(1)				Bonus ($)(2)				Stock Awards ($)(3)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)(14)				Total ($)
H. Eric Bolton, Jr. CEO (all years)			2013			$	523,884			$	500			$	913,565	(4)		$	1,050,000	(13)		$	15,717			$	2,503,666
			2012			$	494,879			$	500			$	248,000	(5)		$	992,000			$	14,846			$	1,750,225
			2011			$	459,350			$	500			$	349,168	(6)		$	729,455			$	33,459			$	1,571,932
Albert M. Campbell, III EVP and CFO (all years)			2013			$	324,231			$	500			$	350,216	(7)		$	325,000	(13)		$	19,234			$	1,019,181
			2012			$	303,136			$	500			$	103,700	(8)		$	305,000			$	15,317			$	727,653
			2011			$	244,246			$	500			$	118,256	(9)		$	200,426			$	7,039			$	570,467
Robert J. DelPriore EVP and General Counsel			2013			$	87,788			$	100,205			$	—			$	—			$	635			$	188,628
Thomas L. Grimes, Jr. EVP and COO (2013 and 2012) EVP and Director of Property Management Operations (2011)			2013			$	324,038			$	500			$	348,929	(10)		$	325,000	(13)		$	10,082			$	1,008,549
			2012			$	297,813			$	500			$	102,000	(11)		$	300,000			$	9,320			$	709,633
			2011			$	233,919			$	500			$	117,517	(12)		$	147,218			$	6,829			$	505,983

Grants of Plan Based Awards

The following table summarizes grants of plan-based awards made to our executive officers for 2013.

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards												Estimated Future Payouts Under Equity Incentive Plan Awards(1)												All other Stock Awards: Number of Shares of Stock or units(2) (#)				Grant Date Fair Value of Stock and Option Awards (#)
Name		Grant Date				Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
Mr. Bolton CEO			3/12/2013			$	131,250			$	525,000			$	1,050,000																3,659			$	247,970
			1/2/2013																11,228				17,612				24,188							$	665,595
Mr. Campbell EVP, CFO			3/12/2013			$	40,625			$	162,500			$	325,000																1,125			$	76,241
			1/2/2013																4,635				7,271				9,983							$	273,975
Mr. Grimes EVP, COO			3/12/2013			$	40,625			$	162,500			$	325,000																1,106			$	74,954
			1/2/2013																4,635				7,271				9,983							$	273,975

Outstanding Equity Awards at Fiscal Year End

The following table summarizes the number of non-fully vested outstanding equity awards held by each of our executive officers as of December 31, 2013. These awards are often related to long-term incentive plans with performance periods in prior years. Frequently, the shares were also issued in prior years and are subject to various vesting features. Please refer to the footnotes of the table for further details.

Name		Stock Awards
		Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)
Mr. Bolton CEO			483	(1)		$	29,337
			5,804	(2)		$	352,535
			4,726	(3)		$	287,057
			3,659	(4)		$	222,248
			12,353	(5)		$	750,321
Mr. Campbell EVP, CFO			189	(6)		$	11,480
			1,136	(7)		$	69,001
			1,938	(8)		$	117,714
			1,125	(9)		$	68,333
			5,088	(10)		$	309,045
Mr. DelPriore EVP, General Counsel			—			$	—
Mr. Grimes EVP, COO			202	(11)		$	12,269
			1,213	(12)		$	73,678
			1,906	(13)		$	115,770
			1,106	(14)		$	67,178
			5,088	(15)		$	309,045

Option Exercise and Stock Vested

The following table summarizes the number of shares acquired upon the vesting of stock awards and the value realized by our named executive officers as a result of each such occurrence during 2013. None of our named executive officers hold any stock options. Accordingly, no options were exercised in 2013 by our named executive officers.

		Stock Awards
Name		Number of Shares Acquired on Vesting (#)(1)				Value Realized on Vesting ($)(2)
Mr. Bolton CEO			484			$	31,518
			1,935			$	126,007
			684			$	47,805
Mr. Campbell EVP, CFO			189			$	12,308
			379			$	24,680
			318			$	21,863
			325			$	22,714
Mr. DelPriore EVP, General Counsel			—			$	—
Mr. Grimes EVP, COO			202			$	13,154
			405			$	26,374
			316			$	21,725
			323			$	22,574

Plan

ASC 718 Grant Date

Stock Issue Date

Total Shares Granted

Shares Vested in 2013

Remaining Unvested Shares

Vesting Schedule

2008 Plan: Annual Program

Mr. Bolton

7/1/2008

7/1/2008

1,935

484

483

25% annually beginning 1/3/2011

Mr. Campbell

7/1/2008

7/1/2008

758

189

189

25% annually beginning 1/3/2011

Mr. Grimes

7/1/2008

7/1/2008

809

202

202

25% annually beginning 1/3/2011

2008 Plan: Three Year Program

Mr. Bolton

7/1/2008

1/3/2012

7,739

1,935

5,804

25% annually beginning 1/2/2013

Mr. Campbell

7/1/2008

1/3/2012

1,515

379

1,136

25% annually beginning 1/2/2013

Mr. Grimes

7/1/2008

1/3/2012

1,618

405

1,213

25% annually beginning 1/2/2013

2010 Executive Restricted Stock Plan

Mr. Campbell

3/23/2010

3/23/2010

956

318

—

33.33% vest annually beginning 3/23/2011

Mr. Grimes

3/23/2010

3/23/2010

950

316

—

33.33% vest annually beginning 3/23/2011

2011 LTIP

Mr. Bolton

1/1/2011

3/1/2012

1,368

684

—

50% vest annually beginning 3/1/2012

Mr. Campbell

1/1/2011

3/1/2012

651

325

—

50% vest annually beginning 3/1/2012

Mr. Grimes

1/1/2011

3/1/2012

647

323

—

50% vest annually beginning 3/1/2012

Non-Qualified Deferred Compensation

We adopted the Mid-America Apartment Communities Non-Qualified Executive Deferred Compensation Retirement Plan, or Nonqualified Plan, for certain employees who do not participate in the Mid-America Apartment Communities, Inc. 401(k) Savings Plan. Under the terms of the Nonqualified Plan, our executive officers may elect to defer a percentage of their compensation and we may match a portion of their salary deferral. The plan is designed so that the employees’ deferrals and matching contributions under the non-qualified plan may be deemed invested in the same mutual funds offered in the Mid-America Apartment Communities, Inc. 401(k) Savings Plan to the extent possible. The mutual funds and respective rate of returns available for investment in the Nonqualified Plan for 2013 are indicated in the below table:

Name of Fund		2013 Rate of Return
American Funds High-Income Trust R3 Fund – RITCX			6.07	%
PIMCO Total Return R Fund – PTRRX			-2.55	%
Principal LifeTime Strategic Income Inst Fund – PLSIX			5.39	%
Principal LifeTime 2010 Inst Fund – PTTIX			10.93	%
Principal LifeTime 2015 Inst Fund – LTINX			13.51	%
Principal LifeTime 2020 Inst Fund – PLWIX			15.90	%
Principal LifeTime 2025 Inst Fund – LTSTX			17.50	%
Principal LifeTime 2030 Inst Fund – PMTIX			19.26	%
Principal LifeTime 2035 Inst Fund – LTIUX			20.97	%
Principal LifeTime 2040 Inst Fund – PTDIX			22.36	%
Principal LifeTime 2045 Inst Fund – LTRIX			23.04	%
Principal LifeTime 2050 Inst Fund – PPLIX			23.81	%
Principal LifeTime 2055 Inst Fund – LTFIX			23.79	%
Equity Income R5 Fund – PEIQX			26.87	%
LargeCap S&P 500 Index R5 Fund – PLFPX			31.79	%
LargeCap Growth I R5 Fund – PPUPX			36.37	%
RidgeWorth Mid-Cap Value Equity A Fund – SAMVX			30.89	%
MidCap S&P 400 Index R5 Fund – PMFPX			32.84	%
Wells Fargo Advantage Discovery A Fund – WFDAX			42.44	%
American Beacon Small Cap Value Advisor Fund – AASSX			39.39	%
SmallCap S&P 600 Index R5 Fund – PSSPX			40.63	%
Prudential Jennison Small Company A Fund – PGOAX			34.24	%
Neuberger Berman Real Estate R3 Fund – NRERX			0.33	%
Oppenheimer Developing Markets A Fund – ODMAX			8.35	%
American Funds EuroPacific Growth R3 Fund – RERCX			19.79	%
Columbia Acorn International A Fund – LAIAX			22.00	%

Distributions from the plan are made in five equal annual installments beginning on the first day following the sixth full month occurring after the earliest of death, disability, or separation from service. The following table discloses the participation of named executive officers in the Nonqualified Plan in 2013:

Name		Executive Contributions in Last FY ($)				Registrant Contributions in Last FY ($)				Aggregate Earnings (Loss) in Last FY ($)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last FYE ($)
Mr. Bolton CEO		$	31,433			$	15,717			$	273,859			$	—			$	1,755,431
Mr. Campbell EVP, CFO		$	53,773			$	19,234			$	23,847			$	—			$	163,261
Mr. DelPriore EVP, General Counsel		$	1,269			$	635			$	—			$	—			$	1,904
Mr. Grimes EVP, COO		$	26,000			$	10,082			$	14,968			$	—			$	104,425

Employment Agreements and Potential Payments Upon Termination or Change in Control

Mr. Bolton had an employment agreement during 2013 that he entered into in 2008, which outlines the compensation he will receive. The employment agreement: (i) has a term of one year that renews automatically on the first day of each month for an additional one-month period, so that on the first day of each month, unless sooner terminated in accordance with the terms of the agreement, the remaining term is one year; and (ii) provides for an annual base salary for Mr. Bolton, subject to change at the discretion of the Compensation Committee; and (iii) allows for annual incentive/bonus compensation.

Upon Mr. Bolton’s termination due to death or permanent disability or in the event he is terminated without cause or suffers a constructive termination of his employment in the absence of a change of control, we will pay Mr. Bolton all amounts due to him as of the date of termination under the terms of all incentive and bonus plans, and will also continue to pay him his base salary as then in effect for one year after the termination. In addition, all stock options or restricted stock granted to Mr. Bolton shall become fully vested and exercisable in accordance with the terms on the termination date. Alternatively, Mr. Bolton may elect to receive an amount in cash equal to the in-the-money value of the shares covered by all such options. Finally, we will pay to Mr. Bolton all legal fees incurred by him in connection with his termination without cause or constructive termination. In this scenario, our current equity plans allow for the full vesting of any earned stock options and restricted stock as defined by each individual plan.

If Mr. Bolton is terminated without cause, suffers a constructive termination in anticipation of, on, or within three years after a change in control, or elects to terminate his employment for any reason within thirty days after either a change of control event or the one year anniversary of a change in control event, he is entitled to receive a payment equal to the sum of two and  99/100 (2.99) times his annual base salary in effect on the date of termination plus two and  99/100 (2.99) times his average annual cash bonus paid during the two immediately preceding fiscal years. However, if the change in control transaction occurs within three years of the executive’s planned retirement date, the maximum change of control payment would be the base salary and bonus payable to executive through the anticipated date of retirement. To the extent that an excise tax on excess parachute payments will be imposed on Mr. Bolton under Section 4999 of the Internal Revenue Code as a result of such payment, we will pay him an additional amount sufficient to reimburse him for taxes imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code. In addition, all stock options and restricted stock granted to Mr. Bolton shall become fully vested and exercisable in accordance with the terms on the termination date. Alternatively, Mr. Bolton may elect to receive an amount in cash equal to the greater of (i) the in-the-money value of the shares covered by all such options or (ii) the difference between the highest per share price for our shares paid in connection with the change of control and the per share exercise price of the options held by him, multiplied by the number of shares covered by all such options. Finally, we will pay Mr. Bolton all legal fees incurred by him in connection with the change of control.

The employment agreement also contains certain confidentiality and non-competition provisions, as well as the agreement of Mr. Bolton not to have an interest in a competitor either as an owner or an employee within 5 miles of a property owned by us at the time of a change of control termination for the period of two years.

Messrs. Campbell and Grimes have change of control contracts that they originally entered into in December 1999, which outline the compensation they will receive under certain change of control scenarios. In 2008, Messrs. Campbell and Grimes entered into amended and restated change of control contracts with materially similar terms to the original agreements but were amended to bring the contracts in compliance with Section 409A of the Internal Revenue Code.

Each change of control contract provides that in the event of a change of control termination, each of Messrs. Campbell and/or Grimes, is entitled to receive a payment equal to the sum of two and  99/100 (2.99) times his annual base salary in effect on the date of termination plus two and  99/100 (2.99) times his average annual cash bonus paid during the two immediately preceding fiscal years. To the extent that an excise tax on excess parachute payments will be imposed on Messrs. Campbell and/or Grimes under Section 4999 of the Internal Revenue Code as a result of such payment, we will pay him an additional amount sufficient to reimburse him for taxes imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code. In addition, all stock options and restricted stock granted to Messrs. Campbell and/or Grimes shall become fully vested and exercisable in accordance with the terms on the termination date. Alternatively, Messrs. Campbell and/or Grimes may elect to receive an amount in cash equal to the greater of (i) the in-the-money value of the shares covered by all such options or (ii) the difference between the highest per share price for our shares paid in connection with the change of control and the per share exercise price of the options held by him, multiplied by the number of shares covered by all such options. Finally, we will pay Messrs. Campbell and/or Grimes all legal fees incurred by him in connection with the change of control. The change of control contracts also require that Messrs. Campbell and/or Grimes may not have an interest in a competitor either as an owner or an employee within 5 miles of a property owned by MAA at the time of a change of control termination for the period of two years.

Calculation of Benefits.  The following tables include an estimate of the potential payments we would be required to make upon termination of employment of the named executive officers in each of the circumstances described above. In providing the estimated potential payments, we have made the following general assumptions in all circumstances where applicable:

Termination due to death, disability, or without cause in the absence of a change of control:

Name		Salary				Annual Bonus				Options				Stock Plans(1)				Taxes(2)
Mr. Bolton CEO		$	525,000			$	1,050,000			$	—			$	891,177			$	—

Termination without cause in anticipation of, on, or within three years after a change in control:

Name		Salary				Annual Bonus				Options				Stock Plans(1)				Taxes(2)
Mr. Bolton CEO		$	1,569,750			$	2,573,575			$	—			$	891,177			$	—
Mr. Campbell EVP and CFO		$	971,750			$	755,612			$	—			$	266,527			$	406,674
Mr. Grimes EVP and COO		$	971,750			$	668,591			$	—			$	268,896			$	374,256

Compensation Risks

We believe that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the company. Furthermore, the Compensation Committee believes that the nature of the various elements of executive compensation do not encourage management to assume excessive risks.

The Compensation Committee, with input from independent compensation consultants, extensively reviewed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and concluded that the long-term nature of incentive plans tied to total shareholder return or other performance measurements discouraged excessive short-term risk taking. The Compensation Committee also determined that the capped nature of the long-term incentive plans would serve to discourage excessive or inappropriate risk taking in the long term. The Compensation Committee feels there is an appropriate mix of compensation elements to minimize any risk taking by executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As of December 31, 2013, the Compensation Committee consisted of Philip W. Norwood, as Chairman, Ralph Horn, Claude B. Nielsen and William B. Sansom. None of the current members of the Compensation Committee is or was an officer or employee of the company. During 2013, none of our named executive officers served as a director or member of the Compensation Committee of any other entity whose executive officers served on our Board of Directors or Compensation Committee.

DIRECTOR COMPENSATION TABLE

As part of their analysis, consultants hired by the Compensation Committee to advise on executive officer compensation programs also review our director compensation programs and offer the Compensation Committee guidance to ensure director compensation programs are appropriate. Directors who are our employees do not receive additional remuneration for serving as directors. In 2013, each non-employee director received $35,000 on an annual basis for serving on our Board of Directors. To compensate for their additional duties, the Audit Committee chairman received an additional $15,000, the Compensation Committee chairman received an additional $12,500 and the Nominating and Corporate Governance Committee chairman received an additional $7,500. Directors also received $1,500 for attending in person a meeting of the Board of Directors or a committee meeting not held in conjunction with a Board of Directors meeting, and $1,000 for attending by telephone a meeting of the Board of Directors or a committee meeting not held in conjunction with a Board of Directors meeting. In accordance with our Non-Qualified Deferred Compensation Plan For Outside Company Directors, the directors have the option of having phantom stock issued into a deferred compensation account in lieu of receiving cash. If directors choose to defer their compensation in this manner, the stock is then issued in two annual installments either in shares of our common stock or in a cash equivalent upon the director’s retirement from the Board of Directors.

Non-employee directors also received the equivalent of $60,000 worth of shares of our restricted common stock upon their election to our Board of Directors in May 2013. The shares vest on the first anniversary of the date of the Annual Meeting of Shareholders at which the grant was made. At the discretion of the Compensation Committee, new directors appointed to our Board of Directors mid-term may receive a pro-rata grant of restricted stock based on the amount of time until the next Annual Meeting of Shareholders.

The table below represents the compensation earned by each non-employee director during 2013.

Name		Fees Earned or Paid in Cash ($)(1)				Stock Awards ($)(2)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings				All Other Compensation ($)(3)				Total ($)
Alan B. Graf, Jr.		$	71,520			$	59,952			$	—			$	—			$	—			$	50,307			$	181,779
John S. Grinalds		$	29,986			$	—			$	—			$	—			$	—			$	44,116			$	74,102
Ralph Horn		$	60,517			$	59,952			$	—			$	—			$	—			$	65,520			$	185,989
James K. Lowder		$	12,750			$	29,987			$	—			$	—			$	—			$	—			$	42,737
Thomas H. Lowder		$	12,750			$	29,987			$	—			$	—			$	—			$	—			$	42,737
Claude B. Nielsen		$	11,207			$	29,987			$	—			$	—			$	—			$	—			$	41,194
Philip W. Norwood		$	65,507			$	59,952			$	—			$	—			$	—			$	26,223			$	151,682
Harold W. Ripps		$	12,722			$	29,987			$	—			$	—			$	—			$	—			$	42,709
W. Reid Sanders		$	57,985			$	59,952			$	—			$	—			$	—			$	5,435			$	123,372
William B. Sansom		$	51,035			$	59,952			$	—			$	—			$	—			$	15,758			$	126,745
Gary Shorb		$	58,520			$	59,952			$	—			$	—			$	—			$	5,820			$	124,292
John W. Spiegel		$	13,750			$	29,987			$	—			$	—			$	—			$	—			$	43,737

Name		Date of Grant				Price of Grant				Number of Shares				Vesting Schedule				2013 ASC 718 Expense				Full Grant Date Fair Value
Alan B. Graf, Jr.			5/21/2013			$	74.29				807				100% on May 21, 2014			$	36,779			$	59,952
Ralph Horn			5/21/2013			$	74.29				807				100% on May 21, 2014			$	36,779			$	59,952
James K. Lowder			12/3/2013			$	60.58				495				100% on May 21, 2014			$	2,383			$	29,987
Thomas H. Lowder			12/3/2013			$	60.58				495				100% on May 21, 2014			$	2,383			$	29,987
Claude B. Nielsen			12/3/2013			$	60.58				495				100% on May 21, 2014			$	2,383			$	29,987
Philip W. Norwood			5/21/2013			$	74.29				807				100% on May 21, 2014			$	36,779			$	59,952
Harold W. Ripps			12/3/2013			$	60.58				495				100% on May 21, 2014			$	2,383			$	29,987
W. Reid Sanders			5/21/2013			$	74.29				807				100% on May 21, 2014			$	36,779			$	59,952
William B. Sansom			5/21/2013			$	74.29				807				100% on May 21, 2014			$	36,779			$	59,952
Gary Shorb			5/21/2013			$	74.29				807				100% on May 21, 2014			$	36,779			$	59,952
John W. Spiegel			12/3/2013			$	60.58				495				100% on May 21, 2014			$	2,383			$	29,987

AUDIT COMMITTEE REPORT

The Audit Committee has the responsibilities and powers set forth in its charter which include the responsibility to assist our Board of Directors in its oversight of our accounting and financial reporting principles and policies and internal audit controls and procedures, the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the independent auditor and our internal audit function. The Audit Committee is also required to prepare this report to be included in our annual Proxy Statement pursuant to the proxy rules of the SEC.

Management is responsible for the preparation, presentation and integrity of our financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations. The internal auditor is responsible for testing such internal controls and procedures. Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements, reviews of our quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.

The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2013 with management. In addition, the Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required to be discussed by the Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, and other matters required by the charter of this committee.

The Audit Committee also has received the written disclosures and the letter from Ernst & Young LLP required by the Public Company Accounting Oversight Board Rule 3526, and has discussed with Ernst & Young LLP their independence from the company and its management.

The Audit Committee has received both management’s and the independent registered public accountant’s reports on internal control over financial reporting and has discussed those reports.

The Audit Committee has discussed with management and the independent registered public accountants such other matters and received such assurances from them as they deemed appropriate.

As a result of their review and discussions, the Audit Committee has recommended to the Board of Directors the inclusion of our audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2013, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE:
Alan B. Graf, Jr. (Chairman)
W. Reid Sanders
Gary Shorb
John W. Spiegel

AUDIT AND NON-AUDIT FEES

The following table shows the fees paid or accrued by us for audit and other services provided by Ernst & Young LLP, our independent registered public accounting firm effective October 31, 2005, for the years ended December 31, 2013 and 2012. Audit Related Fees consists of services performed and expenses incurred specifically pertaining to our merger with Colonial, including an audit of Colonial, various registration statements for capital market-related filings, and due diligence support. Tax Fees consists of services performed and expenses incurred relating to tax return preparation and compliance, tax-related due diligence support for our merger with Colonial, and special projects including modeling and planning related to our operating partnership, legal entity structure and cost segregation analysis.

		Audit Fees				Audit Related Fees				Tax Fees				All Other Fees				Total Fees
2013		$	1,790,315			$	1,301,652			$	1,420,008			$	1,995			$	4,513,970
2012		$	1,748,512			$	—			$	—			$	1,995			$	1,750,507

SEC rules under Section 202 of the Sarbanes-Oxley Act of 2002 require the Audit Committee to pre-approve audit and non-audit services provided by our independent registered public accounting firm. In 2002, our Audit Committee began pre-approving all services provided by our independent registered public accounting firm and has pre-approved all new services since that time.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our Board of Directors proposes that H. Eric Bolton, Jr., Alan B. Graf, Jr., Ralph Horn, James K. Lowder, Thomas H. Lowder, Claude B. Nielsen, Philip W. Norwood, Harold W. Ripps, W. Reid Sanders, William B. Sansom, Gary Shorb, and John W. Spiegel, all of whom are currently serving as directors, be elected for a term of one year or until their successors are duly elected and qualified. We have no reason to believe that any nominee for Director will not agree or be available to serve as a director if elected. However, should any nominee become unable or unwilling to serve, the proxies may be voted for a substitute nominee or to allow the vacancy to remain open until filled by our Board of Directors. The presence of a quorum at the Annual Meeting, either in person or by written proxy, and the cast of more “For” votes than votes cast “Against” for each nominee are necessary at the meeting to elect a nominee as a director.

Our Board of Directors believes that it is necessary for our directors to possess a variety of background and skills in order to provide a broad voice of experience and leadership. When searching for new candidates, the Nominating and Corporate Governance Committee considers the evolving needs of our Board of Directors and searches for candidates that fill any current or anticipated future gap. When considering new directors, the Nominating and Corporate Governance Committee considers the amount of business management and education of a candidate, industry knowledge, conflicts of interest, public company experience, integrity and ethics, and commitment to the goal of maximizing shareholder value. The Nominating and Corporate Governance Committee does not have a policy about diversity, but does seek to provide our Board of Directors with a depth of experience and differences in viewpoints and skills. In considering candidates for our Board of Directors, the Nominating and Corporate Governance Committee considers both the entirety of each candidate’s credentials and the current and potential future needs of our Board of Directors. With respect to the nomination of continuing directors for re-election, the individual’s contributions to our Board of Directors are also considered.

All our directors bring unique skills to our Board of Directors, integrity, high ethical standards and a dedication to representing our shareholders. Furthermore, all of our directors live in states in which we currently have real estate investments. This provides them with geographic expertise related to our portfolio footprint. Certain individual qualifications and skills of our directors that contribute to our Board of Directors’ effectiveness as a whole are described below.

Information regarding each of the nominees for director is set forth below. Directors’ ages are given as of the date of this Proxy Statement.

NOMINEES FOR ELECTION

Terms will expire at the 2015 Annual Meeting

H. ERIC BOLTON, JR.

Mr. Bolton, age 57, has served as a director since February 1997. Mr. Bolton is our Chairman of the Board of Directors and Chief Executive Officer. Mr. Bolton joined us in 1994 as Vice President of Development and was named Chief Operating Officer in February 1996 and promoted to President in December 1996. Mr. Bolton assumed the position of Chief Executive Officer following the planned retirement of George E. Cates in October 2001 and became Chairman of the Board of Directors in September 2002. Mr. Bolton was with Trammell Crow Company for more than five years, and prior to joining us was Executive Vice President and Chief Financial Officer of Trammell Crow Realty Advisors. The public company and registered investment company boards on which Mr. Bolton has served during the past five years are as follows:

Years Served on Board
Joined		Retired		Name
2013		Current		EastGroup Properties
2008		2010		Interstate Hotels and Resorts, Inc.

Key Attributes, Experiences and Skills:  Mr. Bolton brings to our Board ethical, decisive and effective leadership, extensive business and operating experience, and a tremendous knowledge of our company and the multi-family real estate industry. Mr. Bolton’s service on the Board of Governors of NAREIT and the Executive Committee of the National Multifamily Housing Council adds additional depth to his REIT and Apartment experience and knowledge. In addition, Mr. Bolton offers his broad strategic vision for our company. Mr. Bolton's service as our Chairman and Chief Executive Officer creates a critical link between management and our Board, enabling our Board to perform its oversight function with the benefits of management's perspectives on the business.

Committees:  Real Estate Investment (Chairman)

ALAN B. GRAF, JR.

Mr. Graf, age 60, has served as a director since June 2002. Mr. Graf is the Executive Vice President and Chief Financial Officer of FedEx Corporation, a position he has held since 1998 and is a member of FedEx Corporation’s Executive Committee. Prior to that time, Mr. Graf was Executive Vice President and Chief Financial Officer for FedEx Express, FedEx’s predecessor, from 1991 to 1998. Mr. Graf joined FedEx in 1980. Mr. Graf also serves on the boards of Methodist LeBonheur Healthcare and the Indiana University Foundation. The public company and registered investment company boards on which Mr. Graf has served during the past five years are as follows:

Years Served on Board
Joined		Retired		Name
2002		Present		NIKE, Inc.

Key Attributes, Experiences and Skills:  As a result of Mr. Graf’s 34-year career at FedEx Corporation, Mr. Graf offers valuable business leadership, management experience and offers insight and guidance on strategic direction and growth opportunities. Mr. Graf also provides financial expertise to our Board, including an understanding of financial statements, corporate finance, accounting and capital markets, as a result of his financial background and his service on the audit committee of NIKE, Inc.

Committees:  Audit (Chairman)

RALPH HORN

Mr. Horn, age 73, has served as a director since April 1998. Mr. Horn was elected President, Chief Operating Officer, and a director of First Tennessee National Corporation, or FTNC, now First Horizon National Corporation, in July 1991 and Chief Executive Officer in April 1994. Mr. Horn was elected Chairman of the Board of Directors of FTNC in January 1996. Mr. Horn served as Chief Executive Officer and President of FTNC until July 2002, and as Chairman of the Board of Directors through December 2003. The public company and registered investment company boards on which Mr. Horn has served during the past five years are as follows:

Years Served on Board
Joined		Retired		Name
1995		2008		Harrah's Entertainment, Inc.
2001		Present		Ryman Hospitality Corporation — Lead Director (formerly Gaylord Entertainment Corporation)

Key Attributes, Experiences and Skills:  Mr. Horn offers valuable business, leadership and management, and strategic planning experience which he gained during his tenure as Chief Executive Officer and Chairman of First Tennessee National Corporation. In addition, Mr. Horn provides valuable insight from his experience serving as a director of a number of other large public companies, which has provided him with extensive corporate governance experience, capital market experience and financial expertise.

Committees:  Nominating and Corporate Governance (Chairman), Compensation

JAMES K. LOWDER

Mr. Lowder, age 64, was appointed to the Board pursuant to the terms of the merger agreement between us and Colonial Properties Trust and has served as a director since October 2013. Mr. Lowder served as a trustee for Colonial Properties Trust from 1993 to 2013. Mr. Lowder has served as chairman of the board of The Colonial Company and its subsidiaries since 1995. Mr. Lowder is a member of the Home Builders Association of Alabama, the Greater Montgomery Home Builders Association, and serves on the board of directors of Alabama Power Company. James K. Lowder is the brother of Thomas H. Lowder, another one of our directors. The public company and registered investment company boards on which Mr. Lowder has served during the past five years are as follows: