Aimco Implements Governance Enhancements

Apartment Investment and Management Company (NYSE: AIV) (“Aimco” or the “Company”) today announced that its Board of Directors has approved amendments to the Company’s Bylaws implementing the governance enhancements previously disclosed in November 2022. The Bylaws amendments will become effective in connection with the Company’s 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”), which has been scheduled for September 29, 2023.

The adopted and approved Bylaws reflect the following revisions:

• Effective as of immediately following the Company’s 2023 Annual Meeting, the threshold for stockholders to call a special meeting will be 15% of the voting power of all shares entitled to vote on the matters to be brought before such meeting.
• As of immediately following the Company’s 2023 Annual Meeting, stockholders may change the size of the Board by the vote of a majority of all shares then entitled to vote generally in an election of directors, provided that the size of the Board shall not be less than three (3) directors.
• Effective as of immediately prior to the 2023 Annual Meeting, the Company shall be prohibited from electing to be subject to Section 3-803, Section 3-804(a)-(c) and Section 3-805 of the Maryland General Corporation Law (which are commonly referred to as the Maryland Unsolicited Takeover Act or “MUTA”) and such prohibition may not be repealed unless first approved by the Company’s stockholders by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.
• Certain technical updates to the requirements for stockholder nominations of directors, including requiring that the nominating stockholder comply with the applicable universal proxy card rules.
• The window for notices of proxy access nominations in connection with the Company’s 2023 Annual Meeting is May 15, 2023 through June 14, 2023.

Pending stockholder approval at the 2023 Annual Meeting, the following additional revisions to the Company’s Bylaws will also become effective:

• Effective as of immediately after the Company’s 2023 Annual Meeting, directors may be removed, with or without cause, at a special meeting of the Company’s stockholders called for such purpose, by the affirmative vote of a majority of shares then entitled to vote generally in an election of directors.
• Effective as of immediately after the Company’s 2023 Annual Meeting, a vacancy on the Board resulting from removal of a director by stockholders or an increase in the size of the Board by stockholders may be filled, substantially concurrently with the action that created such vacancy, by the affirmative vote of a majority of stockholders then entitled to vote generally in an election of directors. If stockholders fail to, or are unable to, fill such vacancy then the Board may fill such vacancy in accordance with the Bylaws.
• Effective as of immediately after the Company’s 2023 Annual Meeting, the Company’s stockholders may amend the Bylaws, at an annual or special meeting called for such purpose, by the affirmative vote of a majority of shares then entitled to vote generally in an election of directors.

R. Dary Stone, Chairman of the Board, stated, “Aimco remains committed to ongoing engagement and responsiveness to stockholders. The actions taken by our Board deliver on the governance commitments announced last year and will advance Aimco’s efforts to drive value for stockholders.”