APARTMENT INVESTMENT & MANAGEMENT CO
For the period ended Jun 28, 2024. Filed May 14, 2024.
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Jun 28, 2024 · Filed May 14, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e) (2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under Rule 14a-12 |
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact 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 all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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AN INVITATION FROM OUR CHAIRMAN OF THE BOARD AND OUR CHIEF EXECUTIVE OFFICER
DEAR FELLOW STOCKHOLDERS,
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Apartment Investment and Management Company (“Aimco” or the “Company”) to be held on June 28, 2024, at 9:30 am Mountain Daylight Time at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237.
At the Annual Meeting, stockholders will be asked to (i) elect nine directors, for a term of one year each, to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified, (ii) ratify the selection of Grant Thornton LLP to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, (iii) conduct an advisory vote to approve executive compensation, and (iv) transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. The accompanying Notice of Annual Meeting and Proxy Statement describe these matters.
We look forward to welcoming you to our annual meeting. Your vote is important to us. Even if you do not plan to attend the meeting in person, please ensure your votes will be represented at the meeting by completing, signing, dating, and returning your proxy card or voting by using the available Internet or telephone voting procedures.
On behalf of the entire Aimco Board, we thank you for your investment in Aimco.
Sincerely,
| R. Dary Stone Chairman of the Board | Wes Powell Chief Executive Officer |
2024 PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| DATE AND TIME To Be Held On June 28, 2024, at 9:30 am MT | LOCATION 4582 South Ulster Street, Suite 1450, Denver, CO 80237 |
NOTICE IS HEREBY GIVEN that the Annual Meeting of Aimco will be held on June 28, 2024, at 9:30 am Mountain Daylight Time at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237, for the following purposes:
| 1. | To elect nine directors, for a term of one year each, to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the selection of Grant Thornton LLP to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024; |
| 3. | To conduct an advisory vote to approve executive compensation; and |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. |
Only stockholders of record at the close of business on May 13, 2024, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) thereof.
We are again pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.
On or about May 17, 2024, we intend to mail our stockholders a notice containing instructions on how to access our 2024 proxy statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), and vote online. The notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll ine-delivery. If you received your annual materials via email, the email contains voting instructions and links to these documents on the Internet.
WHETHER OR NOT YOU EXPECT TO BE AT THE ANNUAL MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR SHARES ARE REPRESENTED.
By order of the Board of Directors
Jennifer Johnson Secretary
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be held on June 28, 2024.
2024 PROXY STATEMENT
This Proxy Statement and the 2023 Annual Report are available free of charge at the following website: www.edocumentview.com/AIV. You may also order a copy of the materials by calling the following toll-free number: 1-866-641-4276.
You may also obtain these materials at the SEC website at www.sec.gov or by contacting the Office of the Corporate Secretary, 4582 South Ulster Street, Suite 1450, Denver, Colorado 80237.
Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into and does not form a part of this Proxy Statement.
AIMCO
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our stockholder letter, Notice of 2024 Annual Meeting of Stockholders of Aimco and this Proxy Statement contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to, the statements in this document regarding future financing plans, including the Company’s expected leverage and capital structure; business strategies, prospects, and projected operating and financial results (including earnings and stockholder value), including facts related thereto, such as expected costs; future Company potential; future share repurchases; expected investment opportunities; and our 2024 pipeline investments and projects. We caution investors not to place undue reliance on any such forward-looking statements. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” “forecast(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are not guarantees of future performance, condition or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, among others, that may affect actual results or outcomes including, but not limited to: (i) the risk that the 2024 plans and goals may not be completed in a timely manner or at all, (ii) the inability to recognize the anticipated benefits of the pipeline investments and projects, (iii) whether NAV targets will be achieved; and (iv) changes in general economic conditions, including increases in interest rates and other force-majeure events. Although we believe that the assumptions underlying the forward-looking statements, which are based on management’s expectations and estimates, are reasonable, we can give no assurance that our expectations will be attained. Readers should carefully review the Company’s financial statements and the notes thereto, as well as the sections entitled “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A of the Company’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2024, and the other documents the Company files from time to time with the SEC. These filings identify and address important risks uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These forward-looking statements reflect management’s judgment as of this date, and the Company assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.
2024 PROXY STATEMENT
Explanatory Note
Apartment Investment and Management Company (“Aimco” or the “Company”), a Maryland corporation, is a self-administered and self-managed real estate investment trust, or REIT. On December 15, 2020, Aimco completed the separation of its businesses (the “Separation”), creating two, separate and distinct, publicly traded companies, Aimco and Apartment Income REIT Corp. (“AIR”).
Aimco, through a wholly-owned subsidiary, is the general partner and directly is the special limited partner of Aimco OP L.P. (“Aimco Operating Partnership”). As of March 31, 2024, Aimco owned 92.4% of the legal interest in the common partnership units of Aimco Operating Partnership and 94.8% of the economic interest in Aimco Operating Partnership. The remaining 7.6% legal interest is owned by limited partners. The common partnership units of Aimco Operating Partnership are referred to as “OP Units”. As the sole general partner of Aimco Operating Partnership, Aimco has exclusive control of Aimco Operating Partnership’sday-to-day management.
Aimco Operating Partnership holds all of Aimco’s assets and manages the daily operations of Aimco’s business. Pursuant to the Aimco Operating Partnership agreement, Aimco is required to contribute to Aimco Operating Partnership all proceeds from the offerings of its securities. In exchange for the contribution of such proceeds, Aimco receives additional interests in Aimco Operating Partnership with similar terms (e.g., if Aimco contributes proceeds of a stock offering, Aimco receives partnership units with terms substantially similar to the stock issued by Aimco).
Where it is important to distinguish between Aimco and Aimco Operating Partnership, we refer to them specifically. Otherwise, references to “we,” “us,” or “our” mean, collectively, Aimco, Aimco Operating Partnership, and their consolidated entities.
AIMCO
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.