Files Investor Presentation Highlighting Highly
Qualified Director Nominees, Successful Track Record and Corporate
Governance Enhancements
Annual Meeting to Be Held on December 16
Apartment Investment and Management Company (NYSE: AIV) (“Aimco”
or the “Company”) today issued a statement in connection with its
Annual Meeting of Stockholders (“Annual Meeting”) to be held on
December 16, 2022. The Company’s statement addresses Aimco’s
efforts to negotiate a mutually agreeable settlement with Land
& Buildings. Aimco also announced that today it filed an
investor presentation with the U.S. Securities and Exchange
Commission. The presentation is available on the investor relations
section of the Company’s website.
Dear Fellow Stockholder,
Aimco’s Annual Meeting is just days away.
We urge you to act TODAY. Protect the value of your investment
by voting “FOR” Aimco’s three highly qualified, independent
director nominees – Jay Leupp, Michael Stein and Dary
Stone– on the Universal WHITE Proxy Card.
The New Aimco Board is successfully executing
a clearly defined strategy, as exemplified by Aimco’s outstanding
total stockholder returns since the spin-off of Apartment Income
REIT Corp. (“AIR”) in December 2020. The New Aimco Board has made
tremendous progress and will continue to act as a change agent for
the benefit of all Aimco stockholders.
As you consider your vote, we ask you to
consider the following:
1. The New Aimco Board is independent and
has been purpose-built to include directors with specific skills
and expertise.
- The Board has appointed six new independent directors since the
spin-off of AIR in December 2020. Of the Board’s five committees,
four are chaired by new, independent directors with no ties to
pre-spin Aimco.
- Jay Leupp brings important stockholder perspectives
gained through real estate and REIT experience spanning investment,
sell-side research and board positions. As Audit Committee Chair,
he works closely with Aimco’s finance team and is leveraging his
expertise to help oversee the ongoing enhancement of Aimco’s
investor relations program.
- Michael Stein brings deep institutional knowledge of
Aimco and significant experience executing strategic transactions
to maximize stockholder value. His skills, experience and
leadership as Chairman of Aimco’s Investment Committee are critical
to Aimco’s value maximization efforts, particularly in light of the
Company’s ongoing review.
- Dary Stone’s leadership as the Chair of the Nominating,
Environmental, Social, and Governance Committee was instrumental in
Aimco’s recent governance enhancement efforts. He brings expertise
in corporate governance and significant experience gained leading
several real estate development companies.
2. The New Aimco Board and Management Team
have driven outperformance and will continue to explore all options
to maximize stockholder value.
- Leading proxy advisory firm ISS stated in its December 5th
report1: “AIV outperformed the median of the company's peers by
35.8 percent, the dissident peer median by 37.1 percent, and the
FTSE NAREIT Apartment Index by 30.8 percent in the twelve months
prior to the unaffected date. Since the spin-off through the
unaffected date, AIV has outperformed the company's peer median by
49.9 percentage points, the dissident's peer median by 52.4
percentage points, and the FTSE NAREIT Apartment Index by 32.0
percentage points.”
- Aimco has eliminated the relative valuation gap versus its peer
group on an estimated NAV basis – moving from a 20% relative
discount to peers in 2021 to an approximately 2% premium relative
to peers as of October 2022.
- The Board is not content with performance that is only
‘in-line’ with peers and is actively considering all opportunities
available to Aimco to further enhance and unlock stockholder value
and will leave no stone unturned.
3. We have enhanced Aimco’s corporate
governance profile and embraced emerging best practices.
- Aimco is accelerating the declassification of the Board to be
effective at the 2023 annual meeting, when all directors will be
elected to annual terms.
- Aimco has committed to opt out of the Maryland Unsolicited
Takeover Act, or MUTA, prior to the 2023 annual meeting.
- Aimco is transitioning the timing of the Company’s annual
meeting date so the 2023 annual meeting will be held by the end of
the third quarter of 2023 and the 2024 annual meeting will be held
by the end of the second quarter of 2024.
- Aimco is asking stockholders to approve amendments to the
Company’s charter at the 2023 annual meeting to eliminate
super-majority requirements to amend the Bylaws and remove
directors, allow directors to be removed by stockholders without
cause, and expand stockholder rights to replace directors.
- Effective as of the 2023 annual meeting, Aimco is amending the
Company’s Bylaws to lower the threshold for stockholders to call a
special meeting to a simple majority of shares outstanding.
4. We have a proven track record of active
stockholder engagement and have steadily enhanced our Investor
Relations efforts.
- The New Aimco Board and management team have met with
stockholders representing more than 80% of Aimco’s outstanding
shares of common stock over the past 13 months.
- The New Aimco Board and management team took seriously the
outreach from Jonathan Litt of Land & Buildings following his
September 2022 letter to the Board, quickly engaging with Mr. Litt
to hear his views directly.
- Within fewer than 90 days of Mr. Litt’s writing, and in
response to a broad survey of stockholders, Aimco committed to
implementing significant governance enhancements.
- In 2021, Aimco launched an all-new website and produced a
webcast and 73-page strategic overview presentation.
- Aimco attends major industry conferences, including BTIG and
NAREIT in 2022, and is committed to ongoing engagement with
investors.
- Aimco has reached out to no less than a dozen sell-side equity
research analysis and are in continuous discussions.
- Aimco has provided in-depth quarterly disclosures on
development and redevelopment projects and components necessary to
calculate NAV.
5. Land & Buildings’ nominees are not
additive to the Aimco Board and there is no case for change
- We acknowledge that James Sullivan is an experienced real
estate analyst, but he has no public company board or executive
management experience and does not provide any expertise that is
not currently represented on the New Aimco Board.
- The election of either James Sullivan or Michelle Applebaum
would displace a current Aimco Board Committee Chair with
significant public REIT board and corporate real estate experience
as well as extensive experience overseeing value-enhancing M&A
transactions.
- The removal of Michael Stein from the Board is unwarranted,
given New Aimco’s strong results, and would impair Aimco’s ongoing
strategic review.
- Leading proxy advisor firm Glass Lewis stated in its December
1st report1: “…we do not believe board change is warranted at this
time."
6. Settlement discussions with Land &
Buildings have not been constructive - its demands have been
unreasonable and not in stockholders’ best interest
- Aimco recently held discussions with Land & Buildings and
offered to appoint Mr. Sullivan to the Aimco Board. Under Aimco’s
proposal, Mr. Sullivan was invited to serve on the Investment
Committee as well as the Audit, Compensation and Human Resources,
and Nominating, Environmental, Social, and Governance Committees.
Aimco also offered to appoint the highly qualified Pat Gibson as
Chair of the Investment Committee. Ms. Gibson is an experienced
real estate investor and a new independent director on the Aimco
Board (who Mr. Litt has approved of previously). Mr. Litt rejected
the proposal.
- Land & Buildings has unreasonably refused to entertain any
settlement proposal that does not result in the removal of Michael
Stein, a vital member of the Aimco Board given his experience
overseeing strategic corporate transactions and unlocking
stockholder value.
- Land & Buildings demanded that Mr. Sullivan be appointed
Chairman of the Board’s Investment committee and that four of
Aimco’s other independent directors resign from the Committee.
- While we recognize Mr. Sullivan’s experience as a research
analyst, the Board does not believe he has the experience to chair
a committee of a public company Board of Directors given his lack
of previous public board experience, corporate capital allocation
and investment, real estate management and / or development
experience, and his non-existent track record of value creation at
a public company.
_______________ 1 Permission to use quotes neither sought nor
obtained
It is extremely important that Aimco
stockholders vote as soon as possible. Aimco’s Board unanimously
recommends that you use the Universal WHITE proxy card to vote today “FOR” Aimco’s three
director nominees – Jay Leupp, Michael Stein and Dary
Stone.
To ensure your shares are timely represented
at the Annual Meeting on December 16, stockholders are encouraged
to vote online or by telephone by following the easy instructions
on the Universal WHITE proxy
card.
We appreciate your support.
Sincerely,
The New Aimco Board of Directors
PROTECT THE VALUE OF YOUR INVESTMENT AND
AIMCO’S FUTURE GROWTH PROSPECTS. USE THE UNIVERSAL WHITE PROXY CARD TODAY TO VOTE FOR ALL THREE
OF AIMCO’S QUALIFIED AND EXPERIENCED DIRECTORS
If you have questions or require any assistance
with voting your shares, please contact the Company’s proxy
solicitor listed below:
MacKenzie Partners
1407 Broadway, 27th Floor New York, New York
10018 Call Collect: (212) 929-5500 or Toll-Free (800)
322-2885 Email: proxy@mackenziepartners.com
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.
Risks and uncertainties that could cause actual results to
differ materially from our expectations include, but are not
limited to: the effects of the coronavirus pandemic on the
Company’s business and on the global and U.S. economies generally;
real estate and operating risks, including fluctuations in real
estate values and the general economic climate in the markets in
which we operate and competition for residents in such markets;
national and local economic conditions, including the pace of job
growth and the level of unemployment; the amount, location and
quality of competitive new housing supply; the timing and effects
of acquisitions, dispositions, redevelopments and developments;
changes in operating costs, including energy costs; negative
economic conditions in our geographies of operation; loss of key
personnel; the Company’s ability to maintain current or meet
projected occupancy, rental rate and property operating results;
the Company’s ability to meet budgeted costs and timelines, and, if
applicable, achieve budgeted rental rates related to redevelopment
and development investments; expectations regarding sales of
apartment communities and the use of proceeds thereof; insurance
risks, including the cost of insurance, and natural disasters and
severe weather such as hurricanes; financing risks, including the
availability and cost of financing; the risk that cash flows from
operations may be insufficient to meet required payments of
principal and interest; the risk that earnings may not be
sufficient to maintain compliance with debt covenants, including
financial coverage ratios; legal and regulatory risks, including
costs associated with prosecuting or defending claims and any
adverse outcomes; the terms of laws and governmental regulations
that affect us and interpretations of those laws and regulations;
possible environmental liabilities, including costs, fines or
penalties that may be incurred due to necessary remediation of
contamination of apartment communities presently or previously
owned by the Company; activities by stockholder activists,
including a proxy contest; the risk of the timing of our
stockholder value enhancement review and the risk that we will not
identify any value enhancing options or that we will not
successfully execute or achieve the potential benefits of any such
options.
In addition, the Company’s current and continuing qualification
as a real estate investment trust involves the application of
highly technical and complex provisions of the Internal Revenue
Code and depends on the Company’s ability to meet the various
requirements imposed by the Internal Revenue Code, through actual
operating results, distribution levels and diversity of stock
ownership. Readers should carefully review the Company’s financial
statements and the notes thereto, as well as the section entitled
“Risk Factors” in Item 1A of the Company’s Annual Report on Form
10-K for the year ended December 31, 2021 and in Item 1A of the
Company’s Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2022, June 30, 2022, and September 30, 2022, and
the other documents the Company files from time to time with the
SEC. These filings identify and address important risks and
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.
We make no representations or warranties as to the accuracy of
any projections, estimates, targets, statements or information
contained in this document. It is understood and agreed that any
such projections, estimates, targets, statements and information
are not to be viewed as facts and are subject to significant
business, financial, economic, operating, competitive and other
risks, uncertainties and contingencies many of which are beyond our
control, that no assurance can be given that any particular
financial projections or targets will be realized, that actual
results may differ from projected results and that such differences
may be material. While all financial projections, estimates and
targets are necessarily speculative, we believe that the
preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection, estimate or target extends from the date of
preparation. The assumptions and estimates underlying the
projected, expected or target results are inherently uncertain and
are subject to a wide variety of significant business, economic and
competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the financial
projections, estimates and targets. The inclusion of financial
projections, estimates and targets in this presentation should not
be regarded as an indication that we or our representatives,
considered or consider the financial projections, estimates and
targets to be a reliable prediction of future events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221212005833/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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