Aimco 2024 Annual Meeting: Director Elections, Auditor Ratification, Pay Vote

Ticker: AIV · Form: DEF 14A · Filed: May 14, 2024 · CIK: 922864

Apartment Investment & Management CO DEF 14A Filing Summary
FieldDetail
CompanyApartment Investment & Management CO (AIV)
Form TypeDEF 14A
Filed DateMay 14, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$18,000, $200, $800 million, $580 million, $1.1 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance, executive-compensation

TL;DR

Aimco's 2024 shareholder meeting is June 28th - vote on directors, auditors, and exec pay.

AI Summary

Apartment Investment & Management Co. (Aimco) is holding its 2024 Annual Meeting of Stockholders on June 28, 2024, at 9:30 am MDT in Denver, CO. Key agenda items include the election of nine directors, ratification of Grant Thornton LLP as the independent auditor for fiscal year 2024, and an advisory vote on executive compensation.

Why It Matters

This proxy statement outlines the key decisions shareholders will make regarding company leadership, financial oversight, and executive compensation, impacting the company's governance and future direction.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement detailing an upcoming annual shareholder meeting and its agenda items, with no immediate financial risks indicated.

Key Numbers

Key Players & Entities

FAQ

When and where will the 2024 Annual Meeting of Stockholders be held?

The 2024 Annual Meeting of Stockholders 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.

What are the primary items of business for the Annual Meeting?

The primary items of business are to elect nine directors, ratify the selection of Grant Thornton LLP as independent auditor for fiscal year 2024, and conduct an advisory vote to approve executive compensation.

Who is being proposed as the independent registered public accounting firm for fiscal year 2024?

Grant Thornton LLP is proposed to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024.

What is the term for the directors to be elected?

The directors will be elected for a term of one year each, to serve until the 2025 Annual Meeting of Stockholders.

What is the purpose of the advisory vote on executive compensation?

The advisory vote is to approve executive compensation, allowing stockholders to provide non-binding feedback on the company's compensation practices for its executives.

Filing Stats: 4,503 words · 18 min read · ~15 pages · Grade level 15.7 · Accepted 2024-05-14 16:16:21

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 Environmental, Social, and Governance ("ESG") Highlights 5 PROPOSAL 1: Election of Directors 8 Board of Directors 10 Summary of Director Qualifications and Expertise 20 Board Selection and Election 21 Board Composition, Board Refreshment, and Director Tenure 21 Majority Voting For the Election of Directors 22 Proxy Access 22 The Organization of the Board 22 Board Leadership Structure 22 Separate Sessions of Independent Directors 22 Meetings and Committees 23 The Governance of Our Board 28 Code of Ethics 29 Corporate Governance Guidelines and Director Stock Ownership 29 Corporate Responsibility 29 Independence of Directors 29 Communicating with the Board of Directors 30 Director Compensation 30 PROPOSAL 2: Ratification of Selection of Independent Registered Public Accounting Firm 33 Audit Committee Report to Stockholders 36 Principal Accountant Fees and Services 37 Principal Accountant Fees 37 Audit Committee Pre-Approval Policies 37 PROPOSAL 3: Advisory Vote to Approve Executive Compensation 38

Executive Compensation

Executive Compensation 41 Compensation Discussion & Analysis (CD&A) 41 Compensation and Human Resources Committee Report to Stockholders 62 Summary Compensation Table 63 Grants of Plan-Based Awards in 2023 64 Outstanding Equity Awards at Fiscal Year-End 2023 65 Option Exercises and Stock Vested in 2023 67 Potential Payments Upon Termination or Change in Control 67 Chief Executive Officer Compensation and Employee Compensation 68 Pay Versus Performance 69 2024 PROXY STATEMENT Table of Contents Page Certain Relationships and Related Transactions 73 Policies and Procedures for Review, Approval or Ratification of Related Person Transactions 73 Sublease of a Portion of Aimco Office Space 73 Related Person Transactions 73

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 75 Information About the Annual Meeting and Voting 77 Other Matters 80 Stockholders' Proposals 80 Other Business 80 Appendix A Glossary and Reconciliations of Non-GAAP Financial and Operating Measures A-1 AIMCO Table of Contents APARTMENT INVESTMENT AND MANAGEMENT COMPANY 4582 SOUTH ULSTER STREET, SUITE 1450 DENVER, COLORADO 80237 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 28, 2024 The Board of Directors (the "Board") of Apartment Investment and Management Company ("Aimco" or the "Company") has made these proxy materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials to you by mail. We are furnishing this Proxy Statement in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting, and at any and all adjournments or postponements thereof. The Annual Meeting will be held on June 28, 2024, at 9:30 a.m. Mountain Daylight Time at Aimco's corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237. Pursuant to rules adopted by the SEC, we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability (the "Notice") to each stockholder entitled to vote at the Annual Meeting. The mailing of such Notice is scheduled to begin on or about May 17, 2024. All stockholders will have the ability to access the proxy materials over the Internet and request a printed copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet and request a printed copy may be found in the Notice. In addition, the Notice contains instructions on how stockholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis. This solicitation is made on behalf of the Board. Costs of the solicitation will be borne by Aimco. Fu

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Committed to Pay for Performance "Say on Pay" approved EVERY YEAR since first introduced in 2011 95% 5-year average "Say on Pay" support rate CEO Pay Components TARGET TOTAL COMPENSATION approximated peer group median ANNUAL CASH BONUS 100% subject to performance against corporate goals ANNUAL LONG-TERM INCENTIVE (LTI) EQUITY AWARDS 100% at risk, based entirely on relative total shareholder returns (TSR) over forward looking three-year period Table of Contents ENVIRONMENTAL, SOCIAL, AND GOVERNANCE ("ESG") HIGHLIGHTS GOVERNANCE Committed to "Best in Class" Governance STOCKHOLDER OUTREACH We regularly engage with stockholders representing approximately 80% of our outstanding shares, and we have always made our Board members available for engagement discussions. OUR RESPONSES TO STOCKHOLDER INPUT Board Refreshment 2020, 2021, 2022 & 2023 Lowered Threshold for Stockholders to Call Special Meeting to 15% 2023 Provided Stockholders Ability to Change Size of Board 2023 Opted out of MUTA 2023 Eliminated Supermajority Voting Provisions 2023 Provided Stockholders Ability to Remove Directors without Cause and Fill Vacancies by Stockholder Action 2023 Enhanced Anti-Hedging and Anti-Pledging Policy 2023 Refreshed ESG Policies 2022 & 2023 Enhanced Financial Disclosure 2022 Adopted New Human Rights Policy 2022 Began Reporting to Task Force on Climate-Related Financial Disclosures (TCFD) 2022 Enhanced Environmental Disclosure 2021 Began Disclosing Human Capital Diversity 2021 Separated Chairman & CEO 2020 1 According to SpencerStuart 2023 S&P 500 New Director Snapshot Table of Contents ENVIRONMENTAL, SOCIAL, AND GOVERNANCE ("ESG") HIGHLIGHTS SOCIAL Commitment to Our Human Capital Aimco continuously invests in our teammates and company culture to ensure employee satisfaction, health, and wellbeing. WORKPLACE FLEXIBILITY Aimco has had a longstanding policy of offerin

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