(Apartment Investment and Management Company) |
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(Aimco OP L.P.) |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Class A Common Stock |
ITEM 1.01. |
Entry into a Material Definitive Agreement. |
ITEM 2.01. |
Completion of Acquisition or Disposition of Assets. |
ITEM 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
ITEM 3.03. |
Material Modification to Rights of Security Holders. |
ITEM 5.01. |
Changes in Control of Registrant. |
ITEM 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Name |
Class |
Committee(s) | ||
Quincy Allen |
Class I Director | Audit Committee Compensation and Human Resources Committee Nominating and Corporate Governance Committee Investment Committee | ||
Jay P. Leupp |
Class II Director | Audit Committee Compensation and Human Resources Committee Nominating and Corporate Governance Committee Investment Committee | ||
Wesley W. Powell |
Class III Director | N/A | ||
R. Dary Stone |
Class II Director | Audit Committee Compensation and Human Resources Committee Nominating and Corporate Governance Committee Investment Committee | ||
Kirk A. Sykes |
Class I Director | Audit Committee Compensation and Human Resources Committee Nominating and Corporate Governance Committee Investment Committee |
Name |
Position | |
Wesley W. Powell |
President and Chief Executive Officer | |
H. Lynn C. Stanfield |
Executive Vice President and Chief Financial Officer | |
Jennifer B. Johnson |
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | |
Justin Frenzel |
Vice President and Chief Accounting Officer |
ITEM 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
• | Aimco elects by resolution of the Board to be subject to the provisions of MUTA, and consistent with such election, the Board is initially classified into three classes, denominated as Class I, Class II, and Class III, with such classes serving until the 2021, 2022, and 2023 annual meetings of Aimco’s stockholder, respectively, at which annual meetings each Class will be elected to a term expiring at the 2024 annual meeting of Aimco’s stockholders; |
• | Aimco elects by resolution of the Board, effective as of immediately prior to the 2024 annual meeting of Aimco’s stockholders, to not be subject to the provisions of MUTA, and consistent with such election, commencing with the 2024 annual meeting of Aimco’s stockholders, the Board will no longer be classified, and each director will be elected annually for a term of one year expiring at the next succeeding annual meeting; and |
• | Aimco’s stockholders will have the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast on the business proposed to be transacted at such meeting. |
ITEM 8.01. |
Other Events. |
ITEM 9.01. |
Financial Statements and Exhibits. |
APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||
/s/ Wes Powell | ||
Wes Powell | ||
Chief Executive Officer | ||
AIMCO OP L.P. | ||
By Aimco OP GP, LLC, its general partner By Apartment Investment and Management Company, its managing member | ||
/s/ Wes Powell | ||
Wes Powell | ||
Chief Executive Officer |