8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 28, 2022

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO OP L.P.

(Exact name of registrant as specified in its charter)

MARYLAND (Apartment Investment and Management Company)	1-13232	84-1259577
DELAWARE (Aimco OP L.P.)	0-56223	85-2460835
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4582 SOUTH ULSTER STREET

SUITE 1450, DENVER, CO 80237

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 224-7900

NOT APPLICABLE

(Former name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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))

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Apartment Investment and Management Company Class A Common Stock	AIV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐

ITEM 7.01 Regulatory FD Disclosure.

On November 28, 2022, Apartment Investment and Management Company and Aimco OP L.P (the “Company”) issued a press release announcing the Board of Directors’ (the “Board”) expansion of its previously announced commitment to enhance corporate governance changes prior to the 2023 Annual Meeting of Stockholders, including asking Aimco’s stockholders to approve certain charter amendments that would expand stockholder rights by eliminating super-majority requirements to replace directors and amend Aimco’s bylaws. A copy of the press release is filed herewith as Exhibit 99.1.

The information under this Item 7.01 and Exhibit 99.1 is furnished by the Company in accordance with the rules of the Securities and Exchange Commission. This information shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. Financial Statements and Exhibit.

(d) The following exhibits are filed with this report:

Exhibit No.	Description
99.1	Press release dated November 28, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 28, 2022

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
	/s/ H. Lynn C. Stanfield
	H. Lynn C. Stanfield
	Executive Vice President and Chief Financial Officer
AIMCO OP L.P.
By:	Aimco OP GP, LLC, its general partner
By:	Apartment Investment and Management Company, its managing member
	/s/ H. Lynn C. Stanfield
	H. Lynn C. Stanfield
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Aimco Expands its Commitment to Governance Enhancements

DENVER – November 28, 2022 – Apartment Investment and Management Company (NYSE: AIV) (“Aimco” or the “Company”), today expanded on its commitment to enhance corporate governance, announcing that its Board has committed to the following actions:

• Opt Out of MUTA: The Aimco Board will, prior to the 2023 annual meeting, opt out of the provisions of the Maryland Unsolicited Takeover Act, or MUTA, including those that would otherwise allow it to re-classify the Board without the approval of stockholders.

• Declassify the Board in 2023: The Aimco Board will opt out of MUTA prior to the 2023 annual meeting and take any and all other actions necessary to ensure that all Aimco directors stand for election to annual terms at the 2023 annual meeting.

• Transition Timing of the Annual Meeting Date: The Board will move the date of the Company’s annual meeting so the 2024 annual meeting will be held by the end of the second quarter of 2024. The Board intends to hold the 2023 annual meeting by the end of the third quarter of 2023.

• Ask Aimco’s stockholders to Approve Certain Charter Amendments to Eliminate Super-Majority Requirements and Expand Stockholder Rights to Replace Directors. The Board will ask Aimco’s stockholders to, and will recommend that they, approve amendments to Aimco’s charter at the 2023 annual meeting. Once approved by stockholders this will:

• Lower the threshold required for stockholders to amend all portions of Aimco’s Bylaws to a simple majority of shares outstanding; and

• Lower the threshold for stockholders to remove directors to a simple majority of shares outstanding, eliminate the requirement that such removal be for “cause”, and allow shareholders to appoint directors to fill vacancies arising out of removals by stockholders.

• Amend Aimco’s Bylaws to Lower Threshold for Stockholders to Call a Special Meeting to 15%: The Board will, effective as of the 2023 annual meeting, amend Aimco’s Bylaws to lower the threshold for stockholders to call a special meeting to 15% of shares outstanding, and also allow stockholders to amend the Bylaws to set the size or range of the size of the Board (but to no fewer than three directors).

Dary Stone, Chairman of the Nominating, Environmental, Social, and Governance Committee, stated, “The Aimco Board is confident in Aimco’s outstanding performance, and committed to best-in-class governance. The Board is publicly committing to make additional governance changes effective as of the 2023 annual meeting. The Company is proud of its strong track record of stockholder value creation, demonstrated practice of engaging constructively with investors and acting on their feedback, and ongoing commitment to excellence in corporate governance.”

About Aimco

Aimco is a diversified real estate company primarily focused on value add, opportunistic, and alternative investments, targeting the U.S. multifamily sector. Aimco’s mission is to make real estate investments where outcomes are enhanced through its human capital so that substantial value is created for investors, teammates, and the communities in which we operate. Aimco is traded on the New York Stock Exchange as AIV. For more information about Aimco, please visit its website www.aimco.com.

Forward Looking Statements

This document contains 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), including facts related thereto, such as expected costs; future share repurchases; expected investment opportunities; and our 2022 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 include, but are not limited to: (i) the risk that the 2023 preliminary plans and goals may not be completed in a timely manner or at all, (ii) the inability to recognize the anticipated benefits of pipeline investments and projects, (iii) changes in general economic conditions, including as a result of the COVID-19 pandemic. 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.

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.

Contacts

Matt Foster

Sr. Director, Capital Markets and Investor Relations

(303) 793-4661

investor@aimco.com

MacKenzie Partners, Inc.

Dan Burch

212-929-5748

Dburch@mackenziepartners.com

Andrew Siegel / Greg Klassen / Adam Pollack

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

XML

Cover Page	Nov. 28, 2022
Cover Page [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 28, 2022
Entity Registrant Name	APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Entity Central Index Key	0000922864
Entity Emerging Growth Company	false
Entity File Number	1-13232
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	84-1259577
Entity Address, Address Line One	4582 SOUTH ULSTER STREET
Entity Address, Address Line Two	SUITE 1450
Entity Address, City or Town	DENVER
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	224-7900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	AIV
Security Exchange Name	NYSE
AIMCO OP L.P. [Member]
Cover Page [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 28, 2022
Entity Registrant Name	AIMCO OP L.P.
Entity Central Index Key	0000926660
Entity Emerging Growth Company	false
Entity File Number	0-56223
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2460835
Entity Address, Address Line One	4582 SOUTH ULSTER STREET
Entity Address, Address Line Two	SUITE 1450
Entity Address, City or Town	DENVER
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	224-7900