Aimco Expands Its Commitment to Governance Enhancements
28 November 2022 - 12:58PM
Business Wire
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20221128005196/en/
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
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