UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under § 240.14a-12 |
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Apartment Investment and
Management Company |
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(Name of Registrant as Specified In Its Charter)
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LAND & BUILDINGS
CAPITAL GROWTH FUND, LP
LAND & BUILDINGS GP
LP
L&B OPPORTUNITY FUND,
LLC
L&B TOTAL RETURN FUND
LLC
L&B MEGATREND
FUND
L&B Secular
Growth
LAND & BUILDINGS
INVESTMENT MANAGEMENT, LLC
JONATHAN LITT
Michelle
Applebaum
James P.
Sullivan
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(Name of Persons(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED SEPTEMBER 30, 2022
2022 ANNUAL MEETING OF STOCKHOLDERS
OF
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
_________________________
PROXY
STATEMENT
OF
Land & buildings
capital growth fund, lp
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE UNIVERSAL PROXY CARD
TODAY
Land & Buildings Capital Growth Fund, LP (“L&B Capital”),
L&B Opportunity Fund, LLC (“L&B Opportunity”), Land &
Buildings GP LP (“L&B GP”), L&B Total Return Fund LLC
(“L&B Total Return”), L&B Megatrend Fund (“L&B
Megatrend”), L&B Secular Growth (“L&B Secular”), Land &
Buildings Investment Management, LLC (“L&B Management”),
Jonathan Litt and Corey Lorinsky (collectively, “Land &
Buildings” or “we”) are investors in Apartment Investment and
Management Company, a Maryland corporation (“Aimco”, “AIV” or the
“Company”), which beneficially own an aggregate of 7,341,223 shares
of Class A Common Stock (the “Common Stock”) of the Company,
representing approximately 4.8% of the outstanding shares of Common
Stock, and certain of such parties have also entered into certain
notional principal amount derivative agreements in the form of cash
settled swaps with respect to an aggregate of 4,281,061 shares of
Common Stock, giving Land & Buildings a collective aggregate
economic interest in approximately 7.6% of the outstanding shares
of Common Stock. We believe that the Board of Directors of the
Company (the “Board”) requires the addition of new independent
directors who have strong, relevant backgrounds and who are
committed to maximizing stockholder value. We are seeking your
support at the annual meeting of stockholders scheduled to be held
at [_:__ _.m.], Mountain Time, on December 16, 2022, at 4582 South
Ulster Street, Suite 1450, Denver, CO 80237 (including any
adjournments or postponements thereof and any meeting called in
lieu thereof, the “Annual Meeting”), for the following:
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To
elect our two director nominees, Michelle Applebaum and James P.
Sullivan (each, a “Land & Buildings Nominee” and, together, the
“Land & Buildings Nominees”), for a term of two years each, to
serve until the 2024 annual meeting of stockholders (the “2024
Annual Meeting”) and until their successors are duly elected and
qualified;
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2. |
To ratify the selection of Ernst
& Young LLP, to serve as independent registered public
accounting firm for the Company for the fiscal year ending December
31, 2022; |
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3. |
To conduct an advisory vote on
executive compensation; and |
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4. |
To transact such other business as
may properly come before the Annual Meeting or any adjournment(s)
thereof. |
This Proxy Statement and the enclosed BLUE universal proxy
card are first being mailed to stockholders on or about
[__________], 2022.
The Company has a classified Board, which is currently divided into
three classes. The terms of three Class II directors expire at the
Annual Meeting. Through the attached Proxy Statement and enclosed
BLUE universal proxy card, we are soliciting proxies to
elect not only the two Land & Buildings Nominees, but also one
of the Company’s nominees whose election we do not oppose, [____]
(the “Unopposed Company Nominee”). Land & Buildings and Aimco
will each be using a universal proxy card for voting on the
election of directors at the Annual Meeting, which will include the
names of all nominees for election to the Board. Stockholders will
have the ability to vote for up to three nominees on Land &
Buildings’ enclosed BLUE universal proxy card. Any
stockholder who wishes to vote for one Company nominee in addition
to the Land & Buildings Nominees may do so on Land &
Buildings’ BLUE universal proxy card. There is no need to
use the Company’s white proxy card or voting instruction form,
regardless of how you wish to vote.
Your vote to elect the Land & Buildings Nominees will have the
legal effect of replacing two incumbent directors. If elected, the
Land & Buildings Nominees, subject to their fiduciary duties as
directors, will seek to work with the other members of the Board to
position Aimco to maximize stockholder value. However, the Land
& Buildings Nominees will constitute a minority on the Board
and there can be no guarantee that they will be able to implement
the actions that they believe are necessary to do so. There is no
assurance that any of the Company’s nominees will serve as
directors if all or some of the Land & Buildings Nominees are
elected. The names, background and qualifications of the Company’s
nominees, and other information about them, can be found in the
Company’s proxy statement.
Stockholders are permitted to vote for less than three nominees or
for any combination (up to three total) of the Land & Buildings
Nominees and the Company’s nominees on the BLUE universal
proxy card. However, if stockholders choose to vote for any of the
Company’s nominees, we recommend that stockholders vote in favor of
the Unopposed Company Nominee, who we believe is sufficiently
qualified to serve as a director, to help achieve a Board
composition that we believe is in the best interest of all
stockholders. We believe the best opportunity for both of the Land
& Buildings Nominees to be elected is by voting on the
BLUE universal proxy card. Land & Buildings therefore
urges stockholders using our BLUE universal proxy card to
vote “FOR” both of the Land & Buildings Nominees and
“FOR” the Unopposed Company Nominee. IMPORTANTLY, IF YOU
MARK MORE THAN THREE “FOR” AND/OR “WITHHOLD” BOXES WITH RESPECT TO
THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF
DIRECTORS WILL BE DEEMED INVALID.
The Company has set the close of business on October 26, 2022 as
the record date for determining stockholders entitled to notice of
and to vote at the Annual Meeting (the “Record Date”). Each
outstanding share of Common Stock is entitled to one vote on each
matter to be voted upon at the Annual Meeting. Stockholders of
record at the close of business on the Record Date will be entitled
to vote at the Annual Meeting. According to the Company, as of the
Record Date, there were approximately [______] shares of Common
Stock outstanding and entitled to vote at the Annual Meeting. The
mailing address of the principal executive offices of the Company
is 4582 South Ulster Street, Suite 1450, Denver, Colorado
80237.
As of the date hereof, the members of Land & Buildings and the
other Participants (as defined below) in this solicitation
collectively own an aggregate of 7,346,723 shares of Common Stock
(the “Land & Buildings Group Shares”). The Participants intend
to vote the Land & Buildings Group Shares “FOR” the Land
& Buildings Nominees and the Unopposed Company Nominee,
“FOR” the ratification of Ernst & Young LLP as the
Company’s independent registered public accounting firm for the
2022 fiscal year, and [“FOR”/“AGAINST”] the non-binding
advisory resolution on the compensation of the Company’s named
executive officers.
We urge you to carefully consider the information contained in the
Proxy Statement and then support our efforts by signing, dating and
returning the enclosed BLUE universal proxy card today.
THIS SOLICITATION IS BEING MADE BY LAND & BUILDINGS AND NOT ON
BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. LAND &
BUILDINGS IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE
THE ANNUAL MEETING OTHER THAN AS DESCRIBED HEREIN. SHOULD OTHER
MATTERS, WHICH LAND & BUILDINGS IS NOT AWARE OF A REASONABLE
TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL
MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED BLUE
UNIVERSAL PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR
DISCRETION.
LAND & BUILDINGS URGES YOU TO VOTE “FOR” THE LAND &
BUILDINGS NOMINEES VIA THE INTERNET OR TELEPHONE BY FOLLOWING THE
INSTRUCTIONS ON THE ENCLOSED BLUE UNIVERSAL PROXY CARD
TODAY.
IF YOU DO NOT HAVE ACCESS TO THE INTERNET OR A TOUCH-TONE
TELEPHONE, PLEASE SIGN, DATE AND RETURN THE BLUE UNIVERSAL
PROXY CARD VOTING “FOR” THE ELECTION OF THE LAND &
BUILDINGS NOMINEES.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY
MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH
OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT VIA THE INTERNET
OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED
BLUE UNIVERSAL PROXY CARD, OR IF YOU DO NOT HAVE ACCESS TO
THE INTERNET OR A TOUCH-TONE TELEPHONE, BY SIGNING, DATING AND
RETURNING THE ENCLOSED BLUE UNIVERSAL PROXY CARD. THE LATEST
DATED PROXY IS THE ONLY ONE THAT WILL BE COUNTED. ANY PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A
WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL
MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting—
This Proxy Statement and our BLUE universal proxy card are
available at
www.___________.com
IMPORTANT
Your vote is important, no matter how many shares of Common
Stock you own. We urge you to sign, date, and return the enclosed
BLUE universal proxy card today to vote FOR the election of the
Land & Buildings Nominees and in accordance with Land &
Buildings’ recommendations on the other proposals on the agenda for
the Annual Meeting.
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If your shares of Common Stock are
registered in your own name, please sign and date the enclosed
BLUE universal proxy card and return it to Land &
Buildings c/o Saratoga Proxy Consulting LLC (“Saratoga”) in the
enclosed envelope today. |
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If your shares of Common Stock are
held in a brokerage account, you are considered the beneficial
owner of the shares of Common Stock, and these proxy materials,
together with a BLUE voting form, are being forwarded to you
by your broker. As a beneficial owner, if you wish to vote, you
must instruct your broker how to vote. Your broker cannot vote your
shares of Common Stock on your behalf without your
instructions. |
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Depending upon your broker, you may
be able to vote either by toll-free telephone or by the Internet.
Please refer to the enclosed voting form for instructions on how to
vote electronically. You may also vote by signing, dating and
returning the enclosed voting form. |
As Land & Buildings is using a “universal” proxy card
containing both of the Land & Buildings Nominees as well as the
Company’s nominees, there is no need to use any other proxy card
regardless of how you intend to vote. Land & Buildings
strongly urges you NOT to sign or return any white proxy cards or
voting instruction forms that you may receive from Aimco. Even
if you return the white management proxy card marked “withhold” as
a protest against the incumbent directors, it will revoke any proxy
card you may have previously sent to us.
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If you have any questions, require assistance in voting your
BLUE universal proxy card,
or need additional copies of Land and Buildings’ proxy
materials,
please contact Saratoga at the phone numbers listed
below.
520 8th Avenue, 14th Floor
New York, NY 10018
(212) 257-1311
Stockholders call toll free at (888) 368-0379
Email: info@saratogaproxy.com
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BACKGROUND OF THE SOLICITATION
The
following is a chronology of events leading up to this proxy
solicitation:
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On September 14, 2020, the Company
announced its plan to separate its business into two, separate and
distinct, publicly traded companies, Apartment Income REIT Corp.
(“AIR”) and Aimco, through a taxable reverse spin-off (the
“Spin-Off” or the “Spin”). |
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Following the announced Spin-Off,
Land & Buildings’ Jonathan Litt and Corey Lorinsky engaged in
various communications with the Company’s then existing management
team (“Aimco Management”) and Board of Directors (“Aimco Board”) to
express Land & Buildings’ concerns with the proposed Spin,
including its belief that the transaction was not the best way to
maximize value for all stockholders. Land & Buildings called on
the Aimco Board to put the proposed Spin-Off to a stockholder vote
so that Aimco stockholders would have the opportunity to have their
voices heard on such a material transaction, which was expected to
close prior to the Company’s 2021 Annual Meeting of Stockholders.
Land & Buildings also called on the Aimco Board to explain to
stockholders whether it truly explored all available strategies to
maximize value, including a sale of the Company. |
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Given the Company’s lack of
commitment to put the Spin to a vote, on September 29, 2020, Land
& Buildings filed a preliminary solicitation statement with the
SEC seeking to call a special meeting of stockholders to hold an
advisory vote on the Spin-Off (the “Special Meeting”). Land &
Buildings and Aimco thereafter engaged in various communications
regarding the Special Meeting, namely with respect to the record
date for determining stockholders entitled to submit a written
request to call the Special Meeting (the “Special Meeting Record
Date”), which Land & Buildings had requested that Aimco
promptly set. |
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On October 6, 2020, the Company
delivered a letter to Land & Buildings stating that the Aimco
Board set November 4, 2020 as the Special Meeting Record Date. |
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Land & Buildings thereafter
filed revised preliminary solicitation materials with the SEC and
on October 16, 2020, filed its definitive solicitation statement to
call the Special Meeting. |
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Following the filing of its
definitive solicitation statement, Land & Buildings’ issued
various public communications to Aimco stockholders urging them to
join its efforts to call the Special Meeting and allow
stockholders’ voices to be heard on the future of Aimco. Land &
Buildings’ also expressed its belief that the Spin would not close
the Company’s substantial discount to stated NAV and that all
options for maximizing value need to be considered. Land &
Buildings’ also called out Aimco for delaying the Special Meeting
Record Date – 36 days after the filing of Land & Buildings’
preliminary proxy materials for the Special Meeting – which Land
& Buildings viewed as a desperate attempt to evade an advisory
vote on the Spin and prevent stockholder voices from being heard.
Land & Buildings thereafter received the support of both
leading proxy advisory firms, Institutional Shareholder Services
Inc. and Glass, Lewis & Co., LLC, recommending that Aimco
stockholders support its efforts to call the Special Meeting. |
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On
November 12, 2020, Land & Buildings delivered written requests
from the holders of more than 43% of the Company’s then outstanding
shares of common stock to call the Special Meeting, which satisfied
the prerequisite level (i.e. 25%) required under Aimco’s Amended
and Restated Bylaws (the “Bylaws”) at such time. Following delivery
of the requisite written consents to call the Special Meeting, Land
& Buildings’ called on Aimco to hold the Special Meeting
without delay.
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On
November 19, 2020, Aimco delivered a letter to Land & Buildings
stating that, under Aimco’s Bylaws, Land & Buildings was
required to pay certain costs of preparing and mailing a notice of
the Special Meeting before Aimco was required to call the Special
Meeting. However, in that same letter, the Company effectively
conveyed that it would not be holding the Special Meeting, stating
that it planned to consummate the Spin “shortly” and that the
Special Meeting was “unlikely to occur prior to the consummation of
the separation due to documentation preparation time, SEC review
and the notice requirements of the securities laws and NYSE
requirements.” Land & Buildings thereafter publicized its grave
concerns with the Company’s determination to evade a clear
stockholder mandate and called on Aimco to allow the Special
Meeting to take place prior to the Spin-Off per the will of Aimco
stockholders.
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On December 15, 2020, the Spin-Off
was completed without the Special Meeting being called or
held. |
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Following the Spin-Off, Land &
Buildings continued to monitor the Company, particularly given its
serious governance concerns, including with respect to the Aimco
Board’s decision to classify the new Board post-Spin. |
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On August 3, 2022, Mr. Litt reached
out to Aimco’s CEO, Wes Powell, requesting a time to speak. Mr.
Powell and Mr. Litt had a telephone conversation that same day,
during which Mr. Litt noted, among other things, that Land &
Buildings is a stockholder of Aimco and asked about the Company’s
recent public announcements. Mr. Litt also requested a subsequent
call with management after the Company’s upcoming earnings
release. |
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On August 5, 2022, Messrs. Litt and
Lorinsky had a video conference call with Mr. Powell, Lynn
Stanfield, CFO, Jennifer Johnson, General Counsel, and Matt Foster,
Head of Investor Relations, to further discuss the Company. Messrs.
Litt and Lorinsky discussed, among other things, their desire to
work constructively with Aimco to help increase its trading price
relative to NAV. |
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During the course of August 2022,
representatives of Aimco contacted Land & Buildings to schedule
a follow-up meeting. |
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On September 6, 2022, Messrs. Litt
and Lorinsky had a video conference call with Mr. Powell, Ms.
Stanfield, Ms. Johnson, and Mr. Foster to discuss, among other
things, Land & Buildings’ questions regarding Aimco’s business.
Messrs. Litt and Lorinsky further discussed their views on how the
Company could improve its trading price. |
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On September 9, 2022, L&B
Capital delivered a letter to Aimco notifying the Company of its
intent to nominate three highly-qualified individuals for election
at the Annual Meeting. |
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On September 12, 2022, Land &
Buildings delivered a letter to the Board, pursuant to which, among
other things, Land & Buildings expressed its concerns regarding
Aimco’s troubling track record, including various actions relating
to the Spin and troubling governance practices. Land &
Buildings also highlighted that the Company continues to trade at a
substantially deeper discount to NAV before the Spin and expressed
its belief that a reconstituted Board, along with certain other
improvements and changes, is required in order to enhance Aimco’s
governance and put the Company on a better path forward. Land &
Buildings also reiterated its desire to work amicably with the
Company. |
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On September 14, 2022, Aimco
reached out to Land & Buildings to set up a meeting with
certain members of the Board. |
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On September 20, 2022, Messrs. Litt
and Lorinsky had a video conference call with Aimco directors
Patricia Gibson and Jay Leupp, along with Mr. Powell, Ms. Johnson,
and Mr. Foster, to discuss, among other things, the concerns and
recommendations outlined by Land & Buildings in its September
12th letter to the Board. |
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On September 28, 2022, Mr. Litt
received an email from Mr. Powell noting, among other things, that
the timing of the Annual Meeting compelled Aimco to file its
preliminary proxy materials. Shortly thereafter, the Company filed
its preliminary proxy statement for the Annual Meeting. |
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On September 30, 2022, Land &
Buildings delivered a letter to the Company notifying it of Land
& Buildings’ withdrawal of one of its three nominees for
election at the Annual Meeting. |
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Also on September 30, 2022, Land
& Buildings filed this preliminary proxy statement for the
Annual Meeting. |
REASONS FOR THE SOLICITATION
Land & Buildings has conducted extensive due diligence on the
Company, having monitored Aimco for decades. In doing so, we have
carefully analyzed the Company’s operating and financial
performance as well as the competitive landscape in the real estate
investment trust (“REIT”) industry in which it operates.
Despite our sincere efforts to engage constructively with the Board
and management, both pre and post-Spin, regarding our concerns and
the opportunities that we believe are available to drive value,
Aimco has been unwilling to address the level of change that we
believe is required to put the Company on a better path forward to
maximize value for all stockholders.
We are therefore soliciting your support to elect the Land &
Buildings Nominees at the Annual Meeting, who we believe will
collectively bring relevant industry, leadership, financial, and
corporate governance experience and expertise into the boardroom to
help instill accountability and drive improved performance and
governance.
We Believe Aimco Has a Troubling History of Underperformance
and Poor Corporate Governance Practices
AIV has a long track record of disappointing stockholder returns,
slow earnings growth, and trading below its apartment REIT peers
and below the value of its real estate. In our view, this
persistent underperformance and discounted valuation stems from
decades of poor capital allocation, a lack of strategic vision and
inferior corporate governance.
Against this backdrop, the December 2020 Spin-Off looks more like a
thinly veiled attempt by Aimco Management and the Aimco Board to
brush this decades-long track record of failure under the rug,
rather than a move taken to address any fundamental issues
challenging the Company, in our view. The lack of a compelling
rationale for the Spin was reinforced by the immediate negative
reaction from the market, with AIV shares trading as low as $4.52
in the days following the announced Spin.
We also believe stockholder suspicion regarding the Spin was
evidenced by the support we received from approximately 43% of
Aimco stockholders to call the Special Meeting to hold an advisory
vote on the Spin. Our efforts to allow stockholders’ voices to be
heard on such a material transaction governing the future of the
Company was also supported by leading proxy voting advisory firms
Institutional Shareholder Services Inc. and Glass, Lewis & Co.,
LLC. Despite the clear support to hold the Special Meeting, the
Company ignored the will of stockholders and effectuated the Spin
before holding the Special Meeting.
Now, in the two years since the announcement of the Spin, the
issues that have historically plagued Aimco have only been
magnified, including:
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In a seeming attempt to further
entrench itself in the face of public pressure, the Aimco Board put
in place a classified structure designed to suppress stockholder
rights; |
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The Annual Meeting was delayed to
December from its historical timing in April; |
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The Company has continued to trade
at a substantially deeper discount to NAV than before the Spin-Off;
and |
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There is no analyst coverage, earnings conference calls,
earnings guidance, or concerted investor outreach
program. |
The Status Quo Will Not Suffice – We Believe Change is
Clearly Required
We believe change is clearly and urgently required at the Company,
which is why we have nominated two highly qualified candidates for
election to the Board at the Annual Meeting.
In addition to reconstituting the Board, in order to overcome the
aforementioned obstacles and put the Company on a better path
forward, AIV needs a herculean effort to earn a cost of capital
from stockholders where it's business plan and external growth
ambitions are feasible and likely to create stockholder value. We
believe the Company has badly missed the mark here, preferring to
stay nearly invisible to the investment community and existing as
an orphan REIT with a distressed valuation for the better part of
two years. We caution the Board not to be fooled by the recent
run-up in Aimco’s stock price. Vultures and value investors have
bought large portions of the Company in hopes of seeing a path to
realizing the substantial value trapped in the shares, not as a
validation of the business plan or of the performance of the
management team and Board, in our view.
We believe and recommended to the Board that the Company
immediately take the following steps to materially enhance
corporate governance and begin earning the trust of stockholders,
including, among others:
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Immediately de-stagger the
Board; |
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Refresh the Board with independent,
stockholder-minded directors who have real credibility with the
investment community; |
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Move the Annual Meeting back to the
Spring, consistent with best practices and its historical
precedent; and |
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Improve various other aspects of
AIV’s troubling corporate governance, including by removing any
supermajority vote requirements from the Company’s governing
documents, permitting stockholders to act by written consent (other
than by unanimous written consent), and lowering the ownership
threshold required for stockholders to call a special meeting to
10%. |
We truly believe that improving the Company’s governance profile to
be in line with best-in-class governance practices will not only
foster an improved boardroom culture but will enhance
accountability and drive improved performance.
Our sincere desire has been, and continues to be, to work
constructively with the Company to help right the ship, materially
improve the Company’s corporate governance and drive value for the
benefit of all stockholders. We initially held out hope that
history would not simply repeat itself and there would be better
faith engagement than we experienced from the Aimco Board in 2020.
Unfortunately, since our private nomination of director candidates
there has been no clear indication that Aimco has a genuine desire
to truly work collaboratively and we are once again left with no
choice but to take action for the benefit of all Aimco
stockholders.
We Believe Our Exceptionally-Qualified Nominees Are The Right
Individuals to Help Maximize Stockholder Value and Realize AIV’s
True Potential
Michelle Applebaum possesses 30+ years’ experience
working in capital markets and advising CEOs, has significant
leadership experience working at a senior level in a large
multinational company and has served as a public company director.
If elected, we believe Ms. Applebaum would be ideally positioned to
help Aimco improve its corporate governance and regain credibility
with the investment community.
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Has served as President of Corp
Research Inc., a firm engaged in a variety of consulting and retail
businesses, since November 2016. |
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Previously built one of the
first “independent” equity research and corporate advisory
boutiques, Michelle Applebaum Research Inc. (“MARI”). |
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Former equity analyst and
Managing Director with Salomon Brothers (later Citigroup) and
became ranked number one in steel equity analysis for much of her
career with the firm. |
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Previously, Ms. Applebaum served
as a director of Northwest Pipe Company (NASDAQ: NWPX), the largest
manufacturer of engineered steel pipe water systems in North
America, from September 2014 to June 2020. |
James P. Sullivan possesses extensive expertise in
the real estate industry and advising REITs, as well as significant
investment, leadership and boardroom experience. If elected, we
believe Mr. Sullivan would be able to immediately help improve the
Company’s investor outreach and capital allocation
strategies.
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Most recently spent over
twenty-five years at Green Street, an investment research firm that
focuses on commercial real estate, as Senior Advisor of Research
and before that, as President of Green Street's Advisory
Group. |
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Prior to Green Street, Mr.
Sullivan worked as a real estate investment banker and construction
lender at Bank of America (NYSE: BAC), and Manufacturers Hanover
Trust Company. |
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Currently serves as a member of
the board of directors of The James Campbell Company, a private,
Hawaii-based, nationally diversified real estate company, since May
2022, where he serves as a member of the Compensation and Audit
Committees. |
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Also serves as a director of
Bixby Land Company, a privately owned real estate company, since
2016, where he serves as Chairman of the Compensation Committee and
a member of the Audit Committee. |
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company currently has a classified Board of ten (10) directors
divided into three (3) classes. The directors in each class are
elected for staggered terms such that the term of office of one (1)
class of directors expires at each annual meeting of stockholders.
Beginning at the 2024 Annual Meeting, however, the Board will no
longer be classified and all directors will be elected for one year
terms expiring at the next annual meeting of stockholders. We
believe that the terms of three (3) Class II directors expire at
the Annual Meeting. We are seeking your support at the Annual
Meeting to elect our two Land & Buildings Nominees, Michelle
Applebaum and James P. Sullivan, for terms ending at the 2024
Annual Meeting. Your vote to elect the Land & Buildings
Nominees will have the legal effect of replacing two incumbent
directors of the Company with the Land & Buildings Nominees. If
elected, the Land & Buildings Nominees will represent a
minority of the members of the Board, and therefore it is not
guaranteed that they will be able to implement any actions that
they may believe are necessary to enhance stockholder value.
However, we believe the election of the Land & Buildings
Nominees is an important step in the right direction for enhancing
long-term value at the Company. There is no assurance that any
incumbent director will serve as a director if our Land &
Buildings Nominees are elected to the Board. You should refer to
the Company’s proxy statement for the names, background,
qualifications and other information concerning the Company’s
nominees.
This Proxy Statement is soliciting proxies to elect not only the
two Land & Buildings Nominees, but also the Unopposed Company
Nominee. We have provided the required notice to the Company
pursuant to the Universal Proxy Rules, including Rule 14a-19(a)(1)
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and intend to solicit the holders of Common Stock
representing at least 67% of the voting power of Common Stock
entitled to vote on the election of directors in support of
director nominees other than the Company’s nominees.
THE LAND & BUILDINGS NOMINEES
The following information sets forth the name, age, business
address, present principal occupation, and employment and material
occupations, positions, offices or employments for the past five
(5) years of the Land & Buildings Nominees. The nomination was
made in a timely manner and in compliance with the applicable
provisions of the Company’s governing instruments. The specific
experience, qualifications, attributes and skills that led us to
conclude that the Land & Buildings Nominees should serve as
directors of the Company are also set forth below. This information
has been furnished to us by the Land & Buildings Nominees. Each
of the Land & Buildings Nominees is a citizen of the United
States of America.
Michelle Applebaum, age 65, has served as President of Corp
Research Inc., a firm engaged in a variety of consulting and retail
businesses, since November 2016. Previously, Ms. Applebaum served
as a Senior Advisor to Republic Partners, a middle-market
investment bank focusing on clients in the industrial and logistics
sectors, from September 2016 until October 2018. Prior to that, Ms.
Applebaum built one of the first “independent” equity research and
corporate advisory boutiques, Michelle Applebaum Research Inc.
(“MARI”), and also published an industry newsletter and did
industry consulting under the dba, Steel Market Intelligence
(“SMI”), serving as Managing Partner, President and CEO of MARI/SMI
from 2003 until November 2016. Prior to establishing MARI/SMI, she
was an equity analyst and Managing Director with Salomon Brothers
(later Citigroup) and became ranked number one in steel equity
analysis in 1988 and retained that standing for most of the
remainder of her career with the firm. Ms. Applebaum also was a
part of the Management Oversight Committee for the firm’s top-rated
equity research division, and sat on the Credit Committee for all
steel business and on the firm’s Diversity Committee. Ms.
Applebaum’s steel equity research has won many accolades and
awards, including repeated top ratings from Institutional Investor
Magazine and Greenwich Research Associates. Previously, Ms.
Applebaum served as a director of Northwest Pipe Company (NASDAQ:
NWPX), the largest manufacturer of engineered steel pipe water
systems in North America, from September 2014 to June 2020. Ms.
Applebaum was also previously employed by Lake Forest College as
Adjunct Faculty from 2010 until 2014 and became trustee of the
college in 2015. She has also been a frequent contributor to
Bloomberg, WSJ, CNBC, Washington Post and other financial news
outlets. Ms. Applebaum has been a National Association of Corporate
Directors Board Leadership Fellow, has been profiled in Boardroom
Insider magazine and is a frequent speaker at conferences regarding
stockholder engagement, disclosure and other matters relevant to
public companies. Ms. Applebaum holds a Bachelor of Arts degree in
Economics from Northwestern University and an MBA in
finance/accounting from the Kellogg School of Management at
Northwestern University.
We believe that Ms. Applebaum’s 30+ years’ experience and expertise
working in capital markets and advising CEOs, as well as her
significant leadership experience working at a senior level in a
large multinational company, make her well-qualified to serve on
the Board.
James P. Sullivan, age 61, most recently served as Senior
Advisor of Research at Green Street Advisors, LLC (“Green Street”),
an investment research firm that focuses on commercial real estate,
from January 2020 to December 2020, after having served as
President of Green Street's Advisory Group, which provided
strategic advice to commercial real estate owners and investors
around the globe, from 2014 to December 2019, Head of North
American REIT Research from 2010 to 2014, and Managing
Director/Senior REIT Analyst from 1994 to 2009. Prior to Green
Street, Mr. Sullivan worked as a real estate investment banker and
construction lender at Bank of America (NYSE: BAC), a multinational
investment bank and financial services holding company, and
Manufacturers Hanover Trust Company, a former large New York-based
bank. Mr. Sullivan currently serves as a member of the board of
directors of each of The James Campbell Company, a private,
Hawaii-based, nationally diversified real estate company, since May
2022, where he serves as a member of the Compensation and Audit
Committees, and Bixby Land Company, a privately owned real estate
company, since 2016, where he serves as Chairman of the
Compensation Committee and a member of the Audit Committee. Mr.
Sullivan earned an M.B.A. in Finance & Real Estate from
Columbia University and a B.A. in Economics from Duke
University.
We believe that Mr. Sullivan’s extensive expertise and experience
in the real estate industry and advising REITs, including through
his over twenty-five years’ experience at Green Street, as well as
his significant investment, leadership and boardroom experience,
will make him a valuable addition to the Board.
The principal business address of Ms. Applebaum is 6362 E Amber Sun
Drive, Scottsdale, Arizona 85266. The principal business address of
Mr. Sullivan is 34 S Peak, Laguna Niguel, California 92677.
As of the date hereof, Mr. Sullivan does not own any securities of
the Company and has not entered into any transactions in the
securities of the Company during the past two years.
As of the date hereof, Ms. Applebaum directly beneficially owns
5,500 shares of Common Stock. For information regarding
transactions in securities of the Company during the past two years
by Ms. Applebaum, please see Schedule I.
L&B Management has entered into an indemnification letter
agreement with each of the Land & Buildings Nominees, pursuant
to which it has agreed to indemnify each such Land & Buildings
Nominee against claims arising from the solicitation of proxies
from the Company’s stockholders in connection with the Annual
Meeting and any related transactions. For the avoidance of doubt,
such indemnification does not apply to any claims made against any
such Land & Buildings Nominee in his or her capacity or service
as a director of the Company, if so elected.
L&B Management has entered into a compensation letter agreement
with each of the Land & Buildings Nominees (collectively, the
“Compensation Agreements”) pursuant to which it has agreed to pay
each Land & Buildings Nominee: (i) $10,000 in cash upon the
submission by L&B Capital of its nomination of such Land &
Buildings Nominee to the Company and (ii) $10,000 in cash upon the
filing by L&B Capital or its affiliates of a definitive proxy
statement with the SEC relating to the solicitation of proxies in
favor of such Land & Buildings Nominee’s election as a director
of the Company, provided, however, that, at L&B Management’s
sole discretion, it may determine to compensate such Land &
Buildings Nominee the $10,000 provided for under clause (ii) above
at any date of its choosing, including prior to the filing of a
definitive proxy statement. The Compensation Agreements expire on
the earliest to occur of (i) the Company’s appointment or
nomination of such Land & Buildings Nominee as a director of
the Company, (ii) the date of any agreement with the Company in
furtherance of such Land & Buildings Nominee’s nomination or
appointment as a director of the Company, (iii) L&B Capital’s
withdrawal of its nomination of such Land & Buildings Nominee
for election as a director of the Company, and (iv) the date of the
Annual Meeting. For the avoidance of doubt, such compensation is
not being paid in connection with any such Land & Buildings
Nominee’s capacity or service as a director of the Company, if so
elected.
Other than as stated herein, there are no arrangements or
understandings among the members of Land & Buildings or any
other person or persons pursuant to which the nomination of the
Land & Buildings Nominees described herein is to be made, other
than the consent by each of the Land & Buildings Nominees to be
named as a nominee of L&B Capital in any proxy statement
relating to the Annual Meeting and serving as a director of the
Company if elected as such at the Annual Meeting. Other than as
stated herein, the Land & Buildings Nominees are not a party
adverse to the Company or any of its subsidiaries nor do the Land
& Buildings Nominees have a material interest adverse to the
Company or any of its subsidiaries in any material pending legal
proceeding.
We believe that each Land & Buildings Nominee presently is, and
if elected as a director of the Company, each of the Land &
Buildings Nominees would qualify as, an “independent director”
within the meaning of (i) applicable New York Stock Exchange
(“NYSE”) listing standards applicable to board composition,
including NYSE Listed Company Manual Section 303.A, and (ii)
Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the
foregoing, we acknowledge that no director of a NYSE listed company
qualifies as “independent” under the NYSE listing standards unless
the board of directors affirmatively determines that such director
is independent under such standards. Accordingly, we acknowledge
that if any Land & Buildings Nominee is elected, the
determination of such Land & Buildings Nominee’s independence
under the NYSE listing standards ultimately rests with the judgment
and discretion of the Board. No Land & Buildings Nominee is a
member of the Company’s compensation, nominating or audit committee
that is not independent under any such committee’s applicable
independence standards.
Except as set forth in this Proxy Statement (including the
Schedules hereto), (i) during the past 10 years, no Land &
Buildings Nominee has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); (ii) no
Land & Buildings Nominee directly or indirectly beneficially
owns any securities of the Company; (iii) no Land & Buildings
Nominee owns any securities of the Company which are owned of
record but not beneficially; (iv) no Land & Buildings Nominee
has purchased or sold any securities of the Company during the past
two years; (v) no part of the purchase price or market value of the
securities of the Company owned by any Land & Buildings Nominee
is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no Land &
Buildings Nominee is, or within the past year was, a party to any
contract, arrangements or understandings with any person with
respect to any securities of the Company, including, but not
limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies; (vii)
no associate of any Land & Buildings Nominee owns beneficially,
directly or indirectly, any securities of the Company; (viii) no
Land & Buildings Nominee owns beneficially, directly or
indirectly, any securities of any parent or subsidiary of the
Company; (ix) no Land & Buildings Nominee or any of his or her
associates was a party to any transaction, or series of similar
transactions, since the beginning of the Company’s last fiscal
year, or is a party to any currently proposed transaction, or
series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved
exceeds $120,000; (x) no Land & Buildings Nominee or any of his
or her associates has any arrangement or understanding with any
person with respect to any future employment by the Company or its
affiliates, or with respect to any future transactions to which the
Company or any of its affiliates will or may be a party; (xi) no
Land & Buildings Nominee has a substantial interest, direct or
indirect, by securities holdings or otherwise in any matter to be
acted on at the Annual Meeting; (xii) no Land & Buildings
Nominee holds any positions or offices with the Company; (xiii) no
Land & Buildings Nominee has a family relationship with any
director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer; and (xiv) no
companies or organizations, with which any of the Land &
Buildings Nominees has been employed in the past five years, is a
parent, subsidiary or other affiliate of the Company. There are no
material proceedings to which any Land & Buildings Nominee or
any of his or her associates is a party adverse to the Company or
any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries. With respect to each of the
Land & Buildings Nominees, none of the events enumerated in
Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred
during the past 10 years.
We do not expect that the Land & Buildings Nominees will be
unable to stand for election, but, in the event any Land &
Buildings Nominee is unable to serve or for good cause will not
serve, the shares of Common Stock represented by the enclosed
BLUE universal proxy card will be voted for substitute
nominee(s), to the extent this is not prohibited under the Bylaws
and applicable law. In addition, we reserve the right to nominate
substitute person(s) if the Company makes or announces any changes
to the Bylaws or takes or announces any other action that has, or
if consummated would have, the effect of disqualifying any Land
& Buildings Nominee, to the extent this is not prohibited under
the Bylaws and applicable law. In any such case, we would identify
and properly nominate such substitute nominee(s) in accordance with
the Bylaws and the shares of Common Stock represented by the
enclosed BLUE universal proxy card will be voted for such
substitute nominee(s). We reserve the right to nominate additional
person(s), to the extent this is not prohibited under the Bylaws
and applicable law, if the Company increases the size of the Board
above its existing size or increases the number of directors whose
terms expire at the Annual Meeting.
Land & Buildings and Aimco will each be using a universal proxy
card for voting on the election of directors at the Annual Meeting,
which will include the names of all nominees for election to the
Board. Each of the Land & Buildings Nominees has consented to
being named as a nominee for election as a director of the Company
in any proxy statement relating to the Annual Meeting. Stockholders
will have the ability to vote for up to three nominees on Land
& Buildings’ enclosed BLUE universal proxy card. Any
stockholder who wishes to vote for one of the Company nominees in
addition to the Land & Buildings Nominees may do so on Land
& Buildings’ BLUE universal proxy card. There is no
need to use the Company’s white proxy card or voting instruction
form, regardless of how you wish to vote.
The Company nominee that Land & Buildings does not oppose and
believes is sufficiently qualified to serve as a director with the
Land & Buildings Nominees is the Unopposed Company Nominee.
Certain information about the Unopposed Company Nominee is set
forth in the Company’s proxy statement. Land & Buildings is not
responsible for the accuracy of any information provided by or
relating to Aimco or its nominees contained in any proxy
solicitation materials filed or disseminated by, or on behalf of,
Aimco or any other statements that Aimco or its representatives
have made or may otherwise make.
Stockholders are permitted to vote for less than three nominees or
for any combination (up to three total) of the Land & Buildings
Nominees and the Company’s nominees on the BLUE universal
proxy card. IMPORTANTLY, IF YOU MARK MORE THAN THREE “FOR”
AND/OR “WITHHOLD” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS,
ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED
INVALID.
WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF THE LAND
& BUILDINGS NOMINEES ON THE ENCLOSED BLUE UNIVERSAL PROXY
CARD.
PROPOSAL
TWO
RATIFICATION OF THE
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
As discussed in further detail in the Company’s proxy statement,
the Audit Committee of the Board has retained Ernst & Young LLP
as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2022, and the Board is
requesting that stockholders ratify such selection. Additional
information regarding this proposal is contained in the Company’s
proxy statement.
WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND
INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.
PROPOSAL THREE
ADVISORY VOTE ON EXECUTIVE COMPENSATION
As discussed in further detail in the Company’s proxy statement,
the Company is providing stockholders with the opportunity to cast
an advisory, non-binding vote on the compensation of the Company’s
named executive officers as required by Section 14A of the Exchange
Act and the Dodd-Frank Wall Street Reform and Consumer Protection
Act. This proposal, which is commonly referred to as “say-on-pay,”
is not intended to address any specific item of compensation, but
rather the overall compensation of the Company’s named executive
officers and the philosophy, policies and practices described in
the Company’s proxy statement. Accordingly, the Company is asking
stockholders to vote for the following resolution:
“RESOLVED, that the compensation of the named executive officers,
as disclosed in the Company’s Proxy Statement for the 2022 Annual
Meeting of Stockholders pursuant to Item 402 of SEC Regulation S-K,
including the Compensation Discussion & Analysis, the 2021
Summary Compensation Table and the other related tables and
disclosure, is hereby APPROVED.”
According to the Company’s proxy statement, the vote on this
proposal is advisory, which means that the vote is not binding on
the Company, the Board or the Audit Committee. However, the Company
further disclosed that to the extent there is any significant vote
against the executive compensation proposal, the Audit Committee
will evaluate whether any actions are necessary to address the
concerns of stockholders. Additional information regarding this
proposal is contained in the Company’s proxy statement.
[WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND
INTEND TO VOTE OUR SHARES [“FOR”/”AGAINST”] THIS PROPOSAL.]
VOTING AND PROXY PROCEDURES
Only stockholders of record on the Record Date will be entitled to
notice of and to vote at the Annual Meeting. Each share of Common
Stock is entitled to one vote. Stockholders who sell shares of
Common Stock before the Record Date (or acquire them without voting
rights after the Record Date) may not vote such shares of Common
Stock. Stockholders of record on the Record Date will retain their
voting rights in connection with the Annual Meeting even if they
sell such shares of Common Stock after the Record Date. Based on
publicly available information, we believe that the only
outstanding class of securities of the Company entitled to vote at
the Annual Meeting is the shares of Common Stock.
Shares of Common Stock represented by properly executed BLUE
universal proxy cards will be voted at the Annual Meeting as marked
and, in the absence of specific instructions, will be voted
FOR the election of the Land & Buildings Nominees and
the Unopposed Company Nominee to the Board, FOR the
ratification of the selection of Ernst & Young LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022, and [FOR/AGAINST] the
non-binding advisory vote on executive compensation.
Land & Buildings and Aimco will each be using a universal proxy
card for voting on the election of directors at the Annual Meeting,
which will include the names of all nominees for election to the
Board. Stockholders will have the ability to vote for up to three
nominees on Land & Buildings’ enclosed BLUE universal
proxy card. Any stockholder who wishes to vote for one of the
Company’s nominees in addition to the Land & Buildings Nominees
may do so on Land & Buildings’ BLUE universal proxy
card. There is no need to use the Company’s white proxy card or
voting instruction form, regardless of how you wish to
vote.
The Company has a classified Board, which is currently divided into
three classes. The terms of three Class II directors expire at the
Annual Meeting. Through the attached Proxy Statement and enclosed
BLUE universal proxy card, we are soliciting proxies to
elect not only the two Land & Buildings Nominees, but also one
of the Company’s nominees whose election we do not oppose, the
Unopposed Company Nominee.
Stockholders are permitted to vote for less than three nominees or
for any combination (up to three total) of the Land & Buildings
Nominees and the Company’s nominees on the BLUE universal
proxy card. However, if stockholders choose to vote for any of the
Company’s nominees, we recommend that stockholders vote in favor of
the Unopposed Company Nominee, who we believe is sufficiently
qualified to serve as a director to help achieve a Board
composition that we believe is in the best interest of all
stockholders. We believe the best opportunity for both of the Land
& Buildings Nominees to be elected is by voting on the
BLUE universal proxy card. Land & Buildings therefore
urges stockholders using our BLUE universal proxy card to
vote “FOR” both of the Land & Buildings Nominees and
“FOR” the Unopposed Company Nominee.
IMPORTANTLY, IF YOU MARK MORE THAN THREE “FOR” AND/OR “WITHHOLD”
BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES
FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID.
Quorum; Broker Non-Votes; Discretionary Voting
A quorum is the minimum number of shares of Common Stock that must
be represented at a duly called meeting in person or by proxy in
order to legally conduct business at the meeting. The presence, in
person or by proxy, of stockholders entitled to cast a majority of
all the votes entitled to be cast at the Annual Meeting constitutes
a quorum.
Abstentions and shares represented by “broker non-votes” will be
treated as shares that are present and entitled to vote for
purposes of determining whether a quorum is present, but will not
be counted as votes cast either in favor of or against a particular
proposal. In addition, if you hold your shares in street name and
do not provide voting instructions to your broker, your shares will
not be voted on any proposal on which your broker does not have
discretionary authority to vote (a “broker non-vote”). Under
applicable rules, your broker will not have discretionary authority
to vote your shares at the Annual Meeting on any of the
proposals.
If you are a stockholder of record, you may deliver your vote by
mail, by telephone, or via the Internet, or attend the Annual
Meeting in person, to be counted in the determination of a
quorum.
If you are a beneficial owner, your broker will vote your shares
pursuant to your instructions, and those shares will count in the
determination of a quorum. Brokers do not have discretionary
authority to vote on any of the proposals at the Annual Meeting.
Accordingly, unless you vote via proxy card or provide instructions
to your broker, your shares of Common Stock will count for purposes
of attaining a quorum, but will not be voted on those proposals.
Accordingly, we encourage you to vote promptly, even if you plan to
attend the Annual Meeting.
Votes Required for Approval
Proposal 1: Election of Directors ─ According to
the Company’s proxy statement, directors are elected by a plurality
vote. As a result, the three director nominees receiving the
highest number of “FOR” votes will be elected as directors. With
respect to the election of directors, only votes cast “FOR” a
nominee will be counted. Proxy cards specifying that votes should
be withheld with respect to one or more nominees will result in
those nominees receiving fewer votes but will not count as a vote
against the nominees. Neither an abstention nor a broker non-vote
will count as a vote cast “FOR” or “AGAINST” a director nominee.
Therefore, abstentions and broker non-votes will have no direct
effect on the outcome of the election of directors.
Proposal 2: Ratification of Independent Registered Public
Accounting Firm ─ According to the Company’s proxy
statement, the affirmative vote of the holders of a majority of
shares present in person or represented by proxy and entitled to
vote on the proposal is required to ratify the selection of Ernst
& Young LLP. The Company has indicated that abstentions will be
counted as votes “AGAINST” this proposal. Broker-non-votes will not
be counted as votes cast and will have no effect on the result of
the vote on this proposal.
Proposal 3: Advisory Vote on Executive Compensation
─ According to the Company’s proxy statement, with respect
to the advisory vote on executive compensation, in order to be
approved, this proposal must receive the affirmative vote of the
holders of a majority of shares present in person or represented by
proxy and entitled to vote. The Company has indicated that
abstentions will be counted as votes “AGAINST” this proposal.
Broker-non-votes will not be counted as votes cast and will have no
effect on the result of the vote on this proposal.
If you sign and submit your BLUE universal proxy card
without specifying how you would like your shares voted, your
shares will be voted as specified above and in accordance with the
discretion of the persons named on the BLUE universal proxy
card with respect to any other matters that may be voted upon at
the Annual Meeting.
Revocation of Proxies
Stockholders of the Company may revoke their proxies at any time
prior to exercise by attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and
of itself constitute revocation of a proxy), by voting again by
telephone or through the Internet, by delivering a written notice
of revocation, or by signing and delivering a subsequently dated
proxy which is properly completed. The latest dated proxy is the
only one that will be counted. The revocation may be delivered
either to Land & Buildings in care of Saratoga at the address
set forth on the back cover of this Proxy Statement or to the
Company at 4582 S. Ulster Street, Suite 1450, Denver, Colorado
80237, or any other address provided by the Company. Although a
revocation is effective if delivered to the Company, Land &
Buildings requests that either the original or photostatic copies
of all revocations be mailed to Land & Buildings in care of
Saratoga at the address set forth on the back cover of this Proxy
Statement so that we will be aware of all revocations and can more
accurately determine if and when proxies have been received from
the holders of record on the Record Date of a majority of the
outstanding shares of Common Stock. Additionally, Saratoga may use
this information to contact stockholders who have revoked their
proxies in order to solicit later dated proxies for the election of
the Land & Buildings Nominees.
IF YOU WISH TO VOTE FOR THE LAND & BUILDINGS NOMINEES,
PLEASE FOLLOW THE INSTRUCTIONS TO VOTE BY INTERNET OR BY TELEPHONE
ON THE ENCLOSED BLUE UNIVERSAL PROXY CARD. ALTERNATIVELY, IF YOU DO
NOT HAVE ACCESS TO THE INTERNET OR A TOUCH-TONE TELEPHONE, PLEASE
SIGN, DATE AND RETURN THE ENCLOSED BLUE UNIVERSAL PROXY CARD TODAY
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is
being made by Land & Buildings. Proxies may be solicited by
mail, facsimile, telephone, Internet, in person and by
advertisements. Solicitations may be made by certain of the
respective directors, officers, members and employees of Land &
Buildings, none of whom will, except as described elsewhere in this
Proxy Statement, receive additional compensation for such
solicitation. The Land & Buildings Nominees may make
solicitations of proxies but, except as described herein, will not
receive compensation for acting as director nominees.
Land & Buildings has entered into an agreement with Saratoga
for solicitation and advisory services in connection with this
solicitation, for which Saratoga will receive a fee not to exceed
$[______], together with reimbursement for its reasonable
out-of-pocket expenses, and will be indemnified against certain
liabilities and expenses, including certain liabilities under the
federal securities laws. Saratoga will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional
holders. Land & Buildings has requested banks, brokerage houses
and other custodians, nominees and fiduciaries to forward all
solicitation materials to the beneficial owners of the shares of
Common Stock they hold of record. Land & Buildings will
reimburse these record holders for their reasonable out-of-pocket
expenses in so doing. It is anticipated that Saratoga will employ
approximately [__] persons to solicit the Company’s stockholders
for the Annual Meeting.
The entire expense of soliciting proxies is being borne Land &
Buildings. Costs of this solicitation of proxies are currently
estimated to be approximately $[_______]. Land & Buildings
estimates that through the date hereof, its expenses in connection
with this solicitation are approximately $[_______]. Land &
Buildings intends to seek reimbursement from the Company of all
expenses it incurs in connection with the solicitation of proxies
for the election of the Land & Buildings Nominees to the Board
at the Annual Meeting. If such reimbursement is approved by the
Board, Land & Buildings does not intend to submit the question
of such reimbursement to a vote of security holders of the
Company.
ADDITIONAL PARTICIPANT INFORMATION
The participants in the solicitation are anticipated to be L&B
Capital, a Delaware limited partnership, L&B GP, a Delaware
limited partnership, L&B Opportunity, a Delaware limited
liability company, L&B Total Return, a Delaware limited
liability company, L&B Megatrend, a Cayman Islands company,
L&B Secular, a Cayman Islands company, L&B Management, a
Delaware limited liability company, Jonathan Litt and Corey
Lorinsky, each a citizen of the United States of America, and the
Land & Buildings Nominees (each, a “Participant” and
collectively, the “Participants”).
The principal business address of each member of Land &
Buildings is 1 Landmark Square, 17th Floor, Stamford, Connecticut
06901.
The principal business of each of L&B Capital, L&B
Opportunity, L&B Total Return, L&B Megatrend and L&B
Secular is serving as a private investment fund. The principal
business of L&B GP is serving as the general partner of L&B
Capital. The principal business of L&B Management is serving as
the investment manager of each of L&B Capital, L&B
Opportunity, L&B Total Return, L&B Megatrend and L&B
Secular and as the investment advisor a certain account managed
(the “Managed Account”). The principal occupation of Mr. Litt is
serving as the managing principal of L&B Management. The
principal occupation of Mr. Lorinsky is serving as a Principal and
Portfolio Manager of L&B Management.
As of the date hereof, L&B Capital directly owns 1,221,250
shares of Common Stock. As of the date hereof, L&B Opportunity
directly owns 566,040 shares of Common Stock. As of the date
hereof, 4,163,590 shares of Common Stock were held in the Managed
Account. L&B GP, as the general partner of L&B Capital, may
be deemed the beneficial owner of the 1,221,250 shares of Common
Stock owned by L&B Capital. As of the date hereof, L&B
Total Return directly owns 1,333,401 shares of Common Stock. As of
the date hereof, L&B Megatrend directly owns 38,423 shares of
Common Stock. As of the date hereof, L&B Secular directly owns
18,510 shares of Common Stock. L&B Management, as the
investment manager of each of L&B Capital, L&B Opportunity,
L&B Total Return, L&B Megatrend and L&B Secular and as
the investment advisor of the Managed Account, may be deemed the
beneficial owner of an aggregate of 7,341,214 shares of Common
Stock owned by L&B Capital, L&B Opportunity, L&B Total
Return, L&B Megatrend and L&B Secular and held in the
Managed Account. Mr. Litt, as the managing principal of L&B
Management, which is the investment manager of each of L&B
Capital, L&B Opportunity, L&B Total Return, L&B
Megatrend and L&B Secular and the investment advisor of the
Managed Account, may be deemed the beneficial owner of an aggregate
of 7,341,214 shares of Common Stock owned by L&B Capital,
L&B Opportunity, L&B Total Return, L&B Megatrend and
L&B Secular and held in the Managed Account. As of the date
hereof, Mr. Lorinsky directly owns 9 shares of Common Stock. Each
Participant disclaims beneficial ownership of the shares of Common
Stock he, she or it does not directly own. For information
regarding purchases and sales of securities of the Company during
the past two years by certain of the Participants, see Schedule
I.
As of the date hereof, L&B Capital and L&B Management,
through the Managed Account, have entered into notional principal
amount derivative agreements (the “Derivative Agreements”) in the
form of cash settled swaps with respect to 236,892 and 4,044,169
shares of Common Stock, respectively (representing economic
exposure comparable to approximately 0.16% and 2.66% of the
outstanding shares of Common Stock, respectively). Collectively,
the Derivative Agreements held by such parties represent economic
exposure comparable to an interest in approximately 2.82% of the
outstanding shares of Common Stock. The Derivative Agreements
provide L&B Capital and L&B Management, through the Managed
Account, with economic results that are comparable to the economic
results of ownership but do not provide them with the power to vote
or direct the voting or dispose of or direct the disposition of,
call for the delivery of or otherwise exercise any rights in
respect of, the shares of Common Stock that are referenced in the
Derivative Agreements (such shares, the “Subject Shares”). Each of
L&B Capital, L&B Management, on behalf of itself and the
Managed Account, and the other Participants disclaim any beneficial
and other ownership in the Subject Shares. The counterparties to
the Derivative Agreements are unaffiliated third party financial
institutions.
As of the date of this Notice, L&B Capital, L&B
Opportunity, L&B Total Return, L&B Megatrend, L&B
Secular and L&B Management, through the Managed Account, have a
short interest in 552,194 shares of Common Stock, 210,438 shares of
Common Stock, 179,639 shares of Common Stock, 14,283 shares of
Common Stock, 6,877 shares of Common Stock and 1,881,690 shares of
Common Stock, respectively.
Except as otherwise indicated in this Proxy Statement, the
securities of the Company directly owned by each of the
Participants were purchased with working capital or personal funds
in open market purchases.
Except as set forth in this Proxy Statement (including the
Schedules hereto), (i) during the past ten (10) years, no
Participant has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); (ii) no Participant
directly or indirectly beneficially owns any securities of the
Company; (iii) no Participant owns any securities of the Company
which are owned of record but not beneficially; (iv) no Participant
has purchased or sold any securities of the Company during the past
two (2) years; (v) no part of the purchase price or market value of
the securities of the Company owned by any Participant is
represented by funds borrowed or otherwise obtained for the purpose
of acquiring or holding such securities; (vi) no Participant is, or
within the past year was, a party to any contract, arrangements or
understandings with any person with respect to any securities of
the Company, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving
or withholding of proxies; (vii) no associate of any Participant
owns beneficially, directly or indirectly, any securities of the
Company; (viii) no Participant owns beneficially, directly or
indirectly, any securities of any parent or subsidiary of the
Company; (ix) no Participant or any of his, her or its associates
was a party to any transaction, or series of similar transactions,
since the beginning of the Company’s last fiscal year, or is a
party to any currently proposed transaction, or series of similar
transactions, to which the Company or any of its subsidiaries was
or is to be a party, in which the amount involved exceeds $120,000;
(x) no Participant or any of his, her or its associates has any
arrangement or understanding with any person with respect to any
future employment by the Company or its affiliates, or with respect
to any future transactions to which the Company or any of its
affiliates will or may be a party; and (xi) no Participant has a
substantial interest, direct or indirect, by securities holdings or
otherwise in any matter to be acted on at the Annual Meeting.
There are no material proceedings to which any Participant or any
of his, her or its associates is a party adverse to the Company or
any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries. With respect to the Land &
Buildings Nominees, none of the events enumerated in Item
401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during
the past ten (10) years.
OTHER MATTERS AND ADDITIONAL INFORMATION
Land & Buildings is unaware of any other matters to be
considered at the Annual Meeting. However, should other matters,
which Land & Buildings is not aware of a reasonable time before
this solicitation, be brought before the Annual Meeting, the
persons named as proxies on the enclosed BLUE universal
proxy card will vote on such matters in their discretion.
Some banks, brokers and other nominee record holders may be
participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of this Proxy
Statement may have been sent to multiple stockholders in your
household. We will promptly deliver a separate copy of the document
to you if you contact our proxy solicitor, Saratoga, at the
following address or phone number: 520 8th Avenue, 14th Floor, New
York, New York 10018 or call toll free at (888) 368-0379. If you
want to receive separate copies of our proxy materials in the
future, or if you are receiving multiple copies and would like to
receive only one copy for your household, you should contact your
bank, broker or other nominee record holder, or you may contact our
proxy solicitor at the above address or phone number.
The information concerning the Company and the proposals in the
Company’s proxy statement contained in this Proxy Statement has
been taken from, or is based upon, publicly available documents on
file with the SEC and other publicly available information.
Although we have no knowledge that would indicate that statements
relating to the Company contained in this Proxy Statement, in
reliance upon publicly available information, are inaccurate or
incomplete, to date we have not had access to the books and records
of the Company, were not involved in the preparation of such
information and statements and are not in a position to verify such
information and statements. All information relating to any person
other than the Participants is given only to the knowledge of Land
& Buildings.
This Proxy Statement is dated [_______], 2022. You should not
assume that the information contained in this Proxy Statement is
accurate as of any date other than such date, and the mailing of
this Proxy Statement to stockholders shall not create any
implication to the contrary.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at Aimco’s
Annual Meeting of Stockholders to be held in 2023 (the “2023 Annual
Meeting”) must be received by Aimco, marked to the attention of the
Corporate Secretary, no later than [_], 2023, to be included in
Aimco’s proxy statement and form of proxy for that meeting.
Proposals must comply with the requirements as to form and
substance established by the SEC for proposals in order to be
included in the proxy statement. Nominations for directors pursuant
to “proxy access” provided for in the Bylaws must adhere to the
terms of the Bylaws and will be considered untimely if received by
the Company before [_], 2023, or after [_] 2023. Proposals of
stockholders or director nominations submitted to Aimco for
consideration at the 2023 Annual Meeting outside the processes of
Rule 14a-8 or “proxy access” (i.e., the procedures for placing a
stockholder’s proposal or director nominee in Aimco’s proxy
materials) will be considered untimely if received by the Company
before [_], 2023, or after [_], 2023. In addition, to comply with
the Universal Proxy Rules, stockholders who intend to solicit
proxies in support of director nominees other than the Company’s
nominees must set forth the information required by Rule 14a-19
under the Exchange Act of 1934 when providing notice to the
Company.
The information set forth above regarding the procedures for
submitting stockholder proposals for consideration at the 2023
Annual Meeting is based on information contained in the Company’s
proxy statement and the Bylaws. The incorporation of this
information in this Proxy Statement should not be construed as an
admission by Land & Buildings that such procedures are legal,
valid or binding.
CERTAIN ADDITIONAL INFORMATION
WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE
REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE
COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON
OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS
DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT
BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE
OFFICERS, INFORMATION CONCERNING EXECUTIVE COMPENSATION AND
DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE
BOARD AND OTHER INFORMATION CONCERNING THE BOARD, INFORMATION
CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,
INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND OTHER IMPORTANT INFORMATION. SEE SCHEDULE I FOR
INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF
THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND
MANAGEMENT OF THE COMPANY.
Land & Buildings Capital Growth Fund, L.P.
__________, 2022
SCHEDULE I
TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS
Nature of
Transaction |
Shares of Common Stock
Purchased / (Sold) |
Date of
Purchase / Sale
|
LAND & BUILDINGS CAPITAL GROWTH FUND, LP
|
Purchase of Common Stock |
24,700 |
10/01/2020 |
|
Sale of Common Stock1 |
(49,300) |
10/23/2020 |
|
Sale of Common Stock1 |
(51,700) |
10/26/2020 |
|
Sale of Common Stock1 |
(25,053) |
10/27/2020 |
|
Sale of Common Stock1 |
(26,647) |
10/28/2020 |
|
Sale of Common Stock |
(23,880) |
11/02/2020 |
|
Purchase of Common Stock |
188,720 |
11/03/2020 |
|
Purchase of Common Stock |
31,250 |
11/03/2020 |
|
Sale of Common Stock1 |
(98,185) |
11/05/2020 |
|
Sale of Common Stock1 |
(33,515) |
11/06/2020 |
|
Purchase of Common Stock |
13,300 |
11/09/2020 |
|
Purchase of Common Stock |
42,400 |
11/11/2020 |
|
Purchase of Common Stock |
4,324 |
11/16/2020 |
|
Purchase of Common Stock |
1,619 |
11/17/2020 |
|
Sale of Common Stock1 |
(57,915) |
11/20/2020 |
|
Purchase of Common Stock |
54,600 |
11/23/2020 |
|
Purchase of Common Stock |
54,100 |
11/24/2020 |
|
Sale of Common Stock |
(141,680) |
12/02/2020 |
|
Sale of Common Stock |
(59,862) |
12/02/2020 |
|
Sale of Common Stock |
(91,902) |
12/02/2020 |
|
Sale of Common Stock |
(2,808) |
12/04/2020 |
|
Purchase of Common Stock |
86,573 |
12/14/2020 |
|
Sale of Common Stock |
(86,573) |
12/15/2020 |
|
Sale of Common Stock1 |
(279,812) |
12/15/2020 |
|
Sale of Common Stock1 |
(102,188) |
12/15/2020 |
|
Purchase of Common Stock2 |
19,880 |
12/31/2020 |
|
Purchase of Common Stock2 |
72,200 |
03/16/2021 |
|
Purchase of Common Stock2 |
36,970 |
05/04/2021 |
|
Purchase of Common Stock2 |
31,830 |
05/05/2021 |
|
Purchase of Common Stock2 |
166,031 |
05/25/2021 |
|
Purchase of Common Stock2 |
54,096 |
05/26/2021 |
|
Purchase of Common Stock |
32,372 |
04/20/2022 |
|
Purchase of Common Stock |
26,791 |
04/21/2022 |
|
Purchase of Common Stock |
202,688 |
04/21/2022 |
|
Purchase of Common Stock |
118,793 |
04/26/2022 |
|
Purchase of Common Stock |
4,400 |
04/29/2022 |
|
Purchase of Common Stock |
55,159 |
05/02/2022 |
|
Purchase of Common Stock |
66,500 |
05/04/2022 |
|
Purchase of Common Stock |
123,300 |
05/09/2022 |
|
Purchase of Common Stock |
137,100 |
05/10/2022 |
|
Purchase of Common Stock |
203,750 |
05/11/2022 |
|
Purchase of Common Stock |
67,950 |
05/12/2022 |
|
Purchase of Common Stock |
42,240 |
05/13/2022 |
|
Purchase of Common Stock |
10,560 |
05/16/2022 |
|
Purchase of Common Stock |
23,522 |
05/17/2022 |
|
Purchase of Common Stock |
37,480 |
05/18/2022 |
|
Purchase of Common Stock |
10,648 |
05/19/2022 |
|
Purchase of Common Stock |
15,697 |
05/20/2022 |
|
Purchase of Common Stock |
42,300 |
06/30/2022 |
|
Purchase of Cash-Settled Total Return Swap |
40,257 |
07/12/2022 |
|
Purchase of Cash-Settled Total Return Swap |
33,732 |
07/13/2022 |
|
Purchase of Cash-Settled Total Return Swap |
44,211 |
07/19/2022 |
|
Sale of Common Stock1 |
(41,982) |
08/01/2022 |
|
Sale of Common Stock1 |
(67,101) |
08/02/2022 |
|
Sale of Common Stock1 |
(61,608) |
08/03/2022 |
|
Sale of Common Stock1 |
(31,220) |
08/03/2022 |
|
Purchase of Cash-Settled Total Return Swap |
118,692 |
08/08/2022 |
|
Sale of Common Stock1 |
(71,145) |
08/15/2022 |
|
Sale of Common Stock1 |
(41,562) |
08/16/2022 |
|
Sale of Common Stock1 |
(60,811) |
08/17/2022 |
|
Sale of Common Stock1 |
(23,704) |
08/18/2022 |
|
Sale of Common Stock1 |
(13,871) |
09/20/2022 |
|
Sale of Common Stock1 |
(2,066) |
09/21/2022 |
|
Sale of Common Stock1 |
(102,089) |
09/22/2022 |
|
Sale of Common Stock1 |
(35,035) |
09/23/2022 |
LAND & BUILDINGS INVESTMENT MANAGEMENT, LLC
(Through the Managed Account)
|
Purchase of Common Stock |
25,500 |
10/01/2020 |
|
Purchase of Common Stock |
38,300 |
10/01/2020 |
|
Sale of Common Stock1 |
(76,500) |
10/23/2020 |
|
Sale of Common Stock1 |
(51,000) |
10/23/2020 |
|
Sale of Common Stock1 |
(80,400) |
10/26/2020 |
|
Sale of Common Stock1 |
(53,600) |
10/26/2020 |
|
Sale of Common Stock1 |
(25,974) |
10/27/2020 |
|
Sale of Common Stock1 |
(38,961) |
10/27/2020 |
|
Sale of Common Stock1 |
(41,439) |
10/28/2020 |
|
Sale of Common Stock1 |
(27,626) |
10/28/2020 |
|
Purchase of Common Stock |
55,900 |
10/29/2020 |
|
Purchase of Common Stock |
83,900 |
10/29/2020 |
|
Purchase of Common Stock |
55,580 |
10/30/2020 |
|
Purchase of Common Stock |
83,322 |
10/30/2020 |
|
Purchase of Common Stock |
69,500 |
11/03/2020 |
|
Purchase of Common Stock |
46,330 |
11/03/2020 |
|
Sale of Common Stock1 |
(148,807) |
11/05/2020 |
|
Sale of Common Stock1 |
(99,155) |
11/05/2020 |
|
Sale of Common Stock1 |
(33,845) |
11/06/2020 |
|
Sale of Common Stock1 |
(50,793) |
11/06/2020 |
|
Purchase of Common Stock |
13,700 |
11/09/2020 |
|
Purchase of Common Stock |
20,600 |
11/09/2020 |
|
Purchase of Common Stock |
65,600 |
11/11/2020 |
|
Purchase of Common Stock |
43,700 |
11/11/2020 |
|
Purchase of Common Stock |
6,687 |
11/16/2020 |
|
Purchase of Common Stock |
4,444 |
11/16/2020 |
|
Purchase of Common Stock |
1,664 |
11/17/2020 |
|
Purchase of Common Stock |
2,503 |
11/17/2020 |
|
Sale of Common Stock1 |
(89,910) |
11/20/2020 |
|
Sale of Common Stock1 |
(59,940) |
11/20/2020 |
|
Purchase of Common Stock |
84,600 |
11/23/2020 |
|
Purchase of Common Stock |
56,400 |
11/23/2020 |
|
Purchase of Common Stock |
55,900 |
11/24/2020 |
|
Purchase of Common Stock |
83,900 |
11/24/2020 |
|
Purchase of Common Stock |
167,104 |
11/24/2020 |
|
Purchase of Common Stock |
347,339 |
11/25/2020 |
|
Sale Of Common Stock |
(142,981) |
12/02/2020 |
|
Sale Of Common Stock |
(91,429) |
12/02/2020 |
|
Sale Of Common Stock |
(140,949) |
12/02/2020 |
|
Sale Of Common Stock |
(92,663) |
12/02/2020 |
|
Sale Of Common Stock |
(211,366) |
12/02/2020 |
|
Sale Of Common Stock |
(60,108) |
12/02/2020 |
|
Sale Of Common Stock |
(252,006) |
12/02/2020 |
|
Sale Of Common Stock |
(163,467) |
12/02/2020 |
|
Sale Of Common Stock |
(9,789) |
12/04/2020 |
|
Sale Of Common Stock |
(21,010) |
12/04/2020 |
|
Purchase of Common Stock |
89,121 |
12/14/2020 |
|
Purchase of Common Stock |
133,649 |
12/14/2020 |
|
Purchase of Common Stock |
215,954 |
12/14/2020 |
|
Sale of Common Stock1 |
(432,112) |
12/15/2020 |
|
Sale Of Common Stock |
(89,121) |
12/15/2020 |
|
Sale Of Common Stock |
(133,649) |
12/15/2020 |
|
Sale of Common Stock1 |
(157,808) |
12/15/2020 |
|
Sale of Common Stock1 |
(288,075) |
12/15/2020 |
|
Sale of Common Stock1 |
(105,205) |
12/15/2020 |
|
Sale Of Common Stock |
(215,954) |
12/15/2020 |
|
Purchase of Common Stock2 |
78,700 |
03/16/2021 |
|
Purchase of Common Stock2 |
118,000 |
03/16/2021 |
|
Purchase of Common Stock2 |
60,398 |
05/04/2021 |
|
Purchase of Common Stock2 |
40,247 |
05/04/2021 |
|
Purchase of Common Stock2 |
52,002 |
05/05/2021 |
|
Purchase of Common Stock2 |
34,653 |
05/05/2021 |
|
Purchase of Common Stock2 |
180,778 |
05/25/2021 |
|
Purchase of Common Stock2 |
271,167 |
05/25/2021 |
|
Purchase of Common Stock2 |
58,902 |
05/26/2021 |
|
Purchase of Common Stock2 |
88,353 |
05/26/2021 |
|
Purchase of Common Stock |
69,439 |
04/20/2022 |
|
Purchase of Common Stock |
46,290 |
04/20/2022 |
|
Purchase of Common Stock |
289,831 |
04/21/2022 |
|
Purchase of Common Stock |
434,773 |
04/21/2022 |
|
Purchase of Common Stock |
38,310 |
04/21/2022 |
|
Purchase of Common Stock |
57,469 |
04/21/2022 |
|
Purchase of Common Stock |
169,867 |
04/26/2022 |
|
Purchase of Common Stock |
254,815 |
04/26/2022 |
|
Purchase of Common Stock |
116,843 |
05/02/2022 |
|
Purchase of Common Stock |
77,895 |
05/02/2022 |
|
Purchase of Common Stock |
140,900 |
05/04/2022 |
|
Purchase of Common Stock |
94,000 |
05/04/2022 |
|
Purchase of Common Stock |
174,100 |
05/09/2022 |
|
Purchase of Common Stock |
261,200 |
05/09/2022 |
|
Purchase of Common Stock |
193,600 |
05/10/2022 |
|
Purchase of Common Stock |
290,400 |
05/10/2022 |
|
Purchase of Common Stock |
287,889 |
05/11/2022 |
|
Purchase of Common Stock |
431,796 |
05/11/2022 |
|
Purchase of Common Stock |
96,011 |
05/12/2022 |
|
Purchase of Common Stock |
144,004 |
05/12/2022 |
|
Purchase of Common Stock |
89,440 |
05/13/2022 |
|
Purchase of Common Stock |
59,600 |
05/13/2022 |
|
Purchase of Common Stock |
14,900 |
05/16/2022 |
|
Purchase of Common Stock |
22,360 |
05/16/2022 |
|
Purchase of Common Stock |
33,138 |
05/17/2022 |
|
Purchase of Common Stock |
49,689 |
05/17/2022 |
|
Purchase of Common Stock |
52,857 |
05/18/2022 |
|
Purchase of Common Stock |
79,286 |
05/18/2022 |
|
Purchase of Common Stock |
15,017 |
05/19/2022 |
|
Purchase of Common Stock |
22,526 |
05/19/2022 |
|
Purchase of Common Stock |
33,207 |
05/20/2022 |
|
Purchase of Common Stock |
22,138 |
05/20/2022 |
|
Purchase of Cash-Settled Total Return Swap |
262,097 |
06/08/2022 |
|
Purchase of Cash-Settled Total Return Swap |
736,903 |
06/09/2022 |
|
Purchase of Cash-Settled Total Return Swap |
350,000 |
06/10/2022 |
|
Purchase of Cash-Settled Total Return Swap |
649,000 |
06/13/2022 |
|
Purchase of Cash-Settled Total Return Swap |
484,721 |
06/14/2022 |
|
Purchase of Cash-Settled Total Return Swap |
600,000 |
06/15/2022 |
|
Purchase of Cash-Settled Total Return Swap |
203,500 |
06/16/2022 |
|
Purchase of Cash-Settled Total Return Swap |
136,439 |
07/12/2022 |
|
Purchase of Cash-Settled Total Return Swap |
114,321 |
07/13/2022 |
|
Purchase of Cash-Settled Total Return Swap |
149,840 |
07/19/2022 |
|
Sale of Common Stock1 |
(90,894) |
08/01/2022 |
|
Sale of Common Stock1 |
(52,203) |
08/01/2022 |
|
Sale of Common Stock1 |
(145,276) |
08/02/2022 |
|
Sale of Common Stock1 |
(83,438) |
08/02/2022 |
|
Sale of Common Stock1 |
(133,304) |
08/03/2022 |
|
Sale of Common Stock1 |
(67,553) |
08/03/2022 |
|
Sale of Common Stock1 |
(76,603) |
08/03/2022 |
|
Sale of Common Stock1 |
(38,819) |
08/03/2022 |
|
Purchase of Cash-Settled Total Return Swap |
404,500 |
08/08/2022 |
|
Sale of Common Stock1 |
(162,327) |
08/15/2022 |
|
Sale of Common Stock1 |
(80,104) |
08/15/2022 |
|
Sale of Common Stock1 |
(46,796) |
08/16/2022 |
|
Sale of Common Stock1 |
(94,830) |
08/16/2022 |
|
Sale of Common Stock1 |
(138,749) |
08/17/2022 |
|
Sale of Common Stock1 |
(68,469) |
08/17/2022 |
|
Sale of Common Stock1 |
(26,689) |
08/18/2022 |
|
Sale of Common Stock1 |
(54,085) |
08/18/2022 |
|
Sale of Cash-Settled Total Return Swap |
(249,873) |
08/19/2022 |
|
Sale of Cash-Settled Total Return Swap |
(172,539) |
08/22/2022 |
|
Sale of Cash-Settled Total Return Swap |
(102,500) |
08/23/2022 |
|
Purchase of Cash-Settled Total Return Swap |
95,750 |
09/01/2022 |
|
Purchase of Cash-Settled Total Return Swap |
94,820 |
09/02/2022 |
|
Purchase of Cash-Settled Total Return Swap |
61,883 |
09/06/2022 |
|
Purchase of Cash-Settled Total Return Swap |
225,307 |
09/07/2022 |
|
Sale of Common Stock1 |
(15,620) |
09/20/2022 |
|
Sale of Common Stock1 |
(31,645) |
09/20/2022 |
|
Sale of Common Stock1 |
(2,327) |
09/21/2022 |
|
Sale of Common Stock1 |
(4,714) |
09/21/2022 |
|
Sale of Common Stock1 |
(114,958) |
09/22/2022 |
|
Sale of Common Stock1 |
(232,905) |
09/22/2022 |
|
Sale of Common Stock1 |
(79,930) |
09/23/2022 |
|
Sale of Common Stock1 |
(39,452) |
09/23/2022 |
L&B OPPORTUNITY FUND, LLC
|
Sale of Common Stock1 |
(5,500) |
10/23/2020 |
|
Sale of Common Stock1 |
(5,770) |
10/26/2020 |
|
Sale of Common Stock1 |
(2,796) |
10/27/2020 |
|
Sale of Common Stock1 |
(2,974) |
10/28/2020 |
|
Sale of Common Stock |
(9,359) |
11/02/2020 |
|
Purchase of Common Stock |
30,920 |
11/03/2020 |
|
Purchase of Common Stock |
12,250 |
11/03/2020 |
|
Sale of Common Stock1 |
(13,993) |
11/05/2020 |
|
Sale of Common Stock1 |
(4,777) |
11/06/2020 |
|
Purchase of Common Stock |
4,740 |
11/09/2020 |
|
Purchase of Common Stock |
6,400 |
11/11/2020 |
|
Purchase of Common Stock |
1,630 |
11/16/2020 |
|
Purchase of Common Stock |
610 |
11/17/2020 |
|
Sale of Common Stock1 |
(8,672) |
11/20/2020 |
|
Purchase of Common Stock |
8,300 |
11/23/2020 |
|
Purchase of Common Stock |
8,280 |
11/24/2020 |
|
Sale of Common Stock |
(17,713) |
12/02/2020 |
|
Sale of Common Stock |
(27,308) |
12/02/2020 |
|
Purchase of Common Stock |
13,390 |
12/14/2020 |
|
Sale of Common Stock |
(13,390) |
12/15/2020 |
|
Purchase of Common Stock |
10,655 |
04/20/2022 |
|
Purchase of Common Stock |
8,818 |
04/21/2022 |
|
Purchase of Common Stock |
66,712 |
04/21/2022 |
|
Purchase of Common Stock |
39,099 |
04/26/2022 |
|
Purchase of Common Stock |
1,320 |
04/29/2022 |
|
Purchase of Common Stock |
18,038 |
05/02/2022 |
|
Purchase of Common Stock |
22,950 |
05/04/2022 |
|
Purchase of Common Stock |
42,310 |
05/09/2022 |
|
Purchase of Common Stock |
46,970 |
05/10/2022 |
|
Purchase of Common Stock |
36,610 |
05/11/2022 |
|
Purchase of Common Stock |
61,780 |
05/12/2022 |
|
Purchase of Common Stock |
12,210 |
05/12/2022 |
|
Purchase of Common Stock |
72,288 |
05/13/2022 |
|
Purchase of Common Stock |
18,072 |
05/16/2022 |
|
Purchase of Common Stock |
9,316 |
05/17/2022 |
|
Purchase of Common Stock |
9,790 |
05/18/2022 |
|
Purchase of Common Stock |
2,782 |
05/19/2022 |
|
Purchase of Common Stock |
4,100 |
05/20/2022 |
|
Sale of Common Stock1 |
(15,169) |
08/01/2022 |
|
Sale of Common Stock1 |
(24,244) |
08/02/2022 |
|
Sale of Common Stock1 |
(11,275) |
08/03/2022 |
|
Sale of Common Stock1 |
(22,250) |
08/03/2022 |
|
Purchase of Common Stock |
82,220 |
08/08/2022 |
|
Sale of Common Stock1 |
(27,927) |
08/15/2022 |
|
Sale of Common Stock1 |
(16,315) |
08/16/2022 |
|
Sale of Common Stock1 |
(23,870) |
08/17/2022 |
|
Sale of Common Stock1 |
(9,305) |
08/18/2022 |
|
Sale of Common Stock1 |
(5,445) |
09/20/2022 |
|
Sale of Common Stock1 |
(811) |
09/21/2022 |
|
Sale of Common Stock1 |
(40,074) |
09/22/2022 |
|
Sale of Common Stock1 |
(13,753) |
09/23/2022 |
L&B MEGATREND FUND
|
Purchase of Common Stock |
958 |
04/20/2022 |
|
Purchase of Common Stock |
5,995 |
04/21/2022 |
|
Purchase of Common Stock |
792 |
04/21/2022 |
|
Purchase of Common Stock |
3,513 |
04/26/2022 |
|
Purchase of Common Stock |
2,955 |
05/11/2022 |
|
Purchase of Common Stock |
985 |
05/12/2022 |
|
Purchase of Common Stock |
12,616 |
05/13/2022 |
|
Purchase of Common Stock |
3,154 |
05/16/2022 |
|
Purchase of Common Stock |
675 |
05/17/2022 |
|
Purchase of Common Stock |
710 |
05/18/2022 |
|
Purchase of Common Stock |
202 |
05/19/2022 |
|
Purchase of Common Stock |
298 |
05/20/2022 |
|
Sale of Common Stock1 |
(1,032) |
08/01/2022 |
|
Sale of Common Stock1 |
(1,649) |
08/02/2022 |
|
Sale of Common Stock1 |
(765) |
08/03/2022 |
|
Sale of Common Stock1 |
(1,509) |
08/03/2022 |
|
Purchase of Common Stock |
5,570 |
08/08/2022 |
|
Sale of Common Stock1 |
(1,895) |
08/15/2022 |
|
Sale of Common Stock1 |
(1,107) |
08/16/2022 |
|
Sale of Common Stock1 |
(1,620) |
08/17/2022 |
|
Sale of Common Stock1 |
(631) |
08/18/2022 |
|
Sale of Common Stock1 |
(369) |
09/20/2022 |
|
Sale of Common Stock1 |
(55) |
09/21/2022 |
|
Sale of Common Stock1 |
(2,718) |
09/22/2022 |
|
Sale of Common Stock1 |
(933) |
09/23/2022 |
L&B TOTAL RETURN FUND LLC
|
Purchase of Common Stock |
399,520 |
05/17/2022 |
|
Purchase of Common Stock |
419,876 |
05/18/2022 |
|
Purchase of Common Stock |
119,289 |
05/19/2022 |
|
Purchase of Common Stock |
175,856 |
05/20/2022 |
|
Purchase of Common Stock |
29,660 |
06/30/2022 |
|
Sale of Common Stock1 |
(64,802) |
08/15/2022 |
|
Sale of Common Stock1 |
(37,857) |
08/16/2022 |
|
Sale of Common Stock1 |
(55,389) |
08/17/2022 |
|
Sale of Common Stock1 |
(21,591) |
08/18/2022 |
|
Purchase of Common Stock |
36,700 |
09/01/2022 |
|
Purchase of Common Stock |
36,340 |
09/02/2022 |
|
Purchase of Common Stock |
116,160 |
09/06/2022 |
L&B SECULAR GROWTH
|
Purchase of Common Stock |
15,780 |
06/17/2022 |
|
Sale of Common Stock1 |
(495) |
08/01/2022 |
|
Sale of Common Stock1 |
(792) |
08/02/2022 |
|
Sale of Common Stock1 |
(368) |
08/03/2022 |
|
Sale of Common Stock1 |
(726) |
08/03/2022 |
|
Purchase of Common Stock |
2,730 |
08/08/2022 |
|
Sale of Common Stock1 |
(913) |
08/15/2022 |
|
Sale of Common Stock1 |
(533) |
08/16/2022 |
|
Sale of Common Stock1 |
(780) |
08/17/2022 |
|
Sale of Common Stock1 |
(304) |
08/18/2022 |
|
Sale of Common Stock1 |
(178) |
09/20/2022 |
|
Sale of Common Stock1 |
(27) |
09/21/2022 |
|
Sale of Common Stock1 |
(1,311) |
09/22/2022 |
|
Sale of Common Stock1 |
(450) |
09/23/2022 |
MICHELLE APPLEBAUM
|
Purchase of Common Stock |
1,500 |
08/17/2022 |
|
Purchase of Common Stock |
4,000 |
08/19/2022 |
________________________
** Transactions prior to November 30, 2020 do not
reflect the Company’s 1 to 1.23821 reverse stock split.
1 Represents a short sale.
2 Represents a purchase to cover a short position.
SCHEDULE II
The following table is reprinted from the Company’s
preliminary proxy statement filed with the Securities and Exchange
Commission on September 28, 2022.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information available to the
Company, as of September 16, 2022, with respect to Aimco’s equity
securities beneficially owned by (i) each director and the NEOs,
and (ii) all directors and executive officers as a group. The table
also sets forth certain information available to the Company, as of
September 16, 2022, with respect to shares of Common Stock held by
each person known to the Company to be the beneficial owner of more
than 5% of such shares. This table reflects options that are
exercisable within 60 days. Unless otherwise indicated, each person
has sole voting and investment power with respect to the securities
beneficially owned by that person. The business address of each of
the following directors and NEOs is 4582 South Ulster Street, Suite
1450, Denver, Colorado 80237. None of the securities reflected in
this table held by the directors or NEOs are the subject of any
hedging or pledging transaction.
|
Name and Address of Beneficial
Owner |
Number of shares of Common
Stock(1) |
Percentage of Common Stock
Outstanding(2) |
Number of Partnership
Units(3) |
Percentage Ownership of the
Company(4) |
|
Directors and Named Executive
Officers: |
| Wes Powell |
751,663 |
* |
— |
* |
| H. Lynn C. Stanfield |
526,296 |
* |
7,733 |
* |
| Jennifer Johnson |
343,993 |
* |
— |
* |
| Quincy L. Allen |
50,389 |
* |
— |
* |
| Terry Considine |
2,625,401(5) |
1.72% |
3,876,903(8) |
4.04% |
| Patricia L. Gibson |
71,855 |
* |
— |
* |
| Jay Paul Leupp |
76,013(7) |
* |
— |
* |
| Robert A. Miller |
182,077(8) |
* |
— |
* |
| Deborah Smith |
162,077(8) |
* |
— |
* |
| Michael A. Stein |
50,234 |
* |
49,349 |
* |
| R. Dary Stone |
62,589 |
* |
— |
* |
| Kirk A. Sykes |
62,589 |
* |
— |
* |
| All directors and executive officers as a group
(12 persons) |
4,965,176(9) |
3.24% |
3,933,985 |
4.60% |
|
5% or Greater
Holders: |
|
|
|
|
T. Rowe Price Associates, Inc.
100 East Pratt St.
Baltimore, Maryland 21202 |
21,863,039(10) |
14.37% |
— |
13.66% |
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 |
21,425,324(11) |
14.08% |
— |
13.39% |
BlackRock Inc.
55 East 52nd Street
New York, New York 10055 |
15,726,361(12) |
10.33% |
— |
9.83% |
JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179 |
12,978,781(13) |
8.53% |
— |
8.11% |
Long Pond Capital, LP, Long Pond Capital GP, LLC,
and John Khoury
527 Madison Avenue, 15th Floor
New York, New York 10022 |
9,453,811(14) |
6.21% |
— |
5.91% |
Westdale Investments L.P.
2550 Pacific Ave., Suite 1600
Dallas, Texas 75226 |
7,732,295(15) |
5.08% |
— |
4.83% |
|
(1) |
Excludes shares of Common Stock issuable upon redemption of
common OP Units or equivalents. |
|
(2) |
Represents the number of shares of Common Stock beneficially
owned by each person divided by the total number of shares of
Common Stock outstanding as of September 16, 2022. Any shares of
Common Stock that may be acquired by a person within 60 days upon
the exercise of options, warrants, rights or conversion privileges
or pursuant to the power to revoke, or the automatic termination
of, a trust, discretionary account or similar arrangement are
deemed to be beneficially owned by that person and are deemed
outstanding for the purpose of computing the percentage of
outstanding shares of Common Stock owned by that person, but not
any other person. |
|
(3) |
Through wholly owned subsidiaries, Aimco acts as general
partner of the Aimco Operating Partnership. As of September, 16,
2022 Aimco held approximately 95.0% of the common partnership
interests in the Aimco Operating Partnership. Interests in the
Aimco Operating Partnership that are held by limited partners other
than Aimco are referred to as “OP Units.” Generally, after a
holding period of 12 months, common OP Units may be tendered for
redemption and, upon tender, may be acquired by Aimco for shares of
Common Stock at an exchange ratio of one share of Common Stock for
each common OP Unit (subject to adjustment). If Aimco acquired all
common OP Units for Common Stock (without regard to the ownership
limit set forth in Aimco’s Charter), these shares of Common Stock
would constitute approximately 5.0% of the then outstanding shares
of Common Stock. OP Units are subject to certain restrictions on
transfer. |
|
(4) |
Represents the number of shares of Common Stock beneficially
owned, divided by the total number of shares of Common Stock
outstanding, assuming, in both cases, that all 7,854,387 OP Units
outstanding as of September 16, 2022 are redeemed in exchange for
shares of Common Stock (notwithstanding any holding period
requirements, and Aimco’s ownership limit). See note (3) above.
Excludes partnership preferred units issued by the Aimco Operating
Partnership and Aimco preferred securities. |
|
(5) |
Includes the following shares of which Mr. Considine disclaims
beneficial ownership: 34,724 shares held by Mr. Considine’s spouse;
and 1,655,375 shares held by a retirement plan for which Mr.
Considine is the trustee and his spouse is the sole participant.
Also includes 750,557 shares subject to options that are
exercisable within 60 days. |
|
(6) |
Includes 1,947,798 OP Units and equivalents held by Mr.
Considine. Includes 179,735 OP Units held by an entity in which Mr.
Considine has sole voting and investment power, 1,591,672 OP Units
and equivalents held by Titahotwo Limited Partnership RLLLP, a
registered limited liability limited partnership for which Mr.
Considine serves as the general partner and holds a 0.5% ownership
interest, and 157,698 OP Units held by Mr. Considine’s spouse, for
which Mr. Considine disclaims beneficial ownership. |
|
(7) |
Includes 2,000 shares held directly by Mr. Leupp, 74,000 shares
held by a trust for the benefit of Mr. Leupp’s children, of which
Mr. Leupp and his spouse are trustees, and 13 shares held by Terra
Firma Asset Management, LLC, of which Mr. Leupp is a 65% managing
member. |
|
(8) |
Includes 111,843 shares subject to options that are exercisable
within 60 days. |
|
(9) |
Includes 974,243 shares subject to options that are exercisable
within 60 days. |
|
(10) |
Beneficial ownership information is based on information
contained in an Amendment No. 1 to Schedule 13G filed with the SEC
on February 14, 2022, by T. Rowe Price Associates, Inc. on behalf
of itself and affiliated entities. According to the schedule,
included in the securities listed above as beneficially owned by T.
Rowe Price Associates, Inc. are 8,033,465 shares and 9,582,353
shares over which T. Rowe Price Associates, Inc. and T. Rowe Price
Mid-Cap Value Fund, Inc., respectively, have sole voting power.
According to the schedule, T. Rowe Price Associates, Inc. has sole
dispositive power with respect to all 21,863,039 shares. |
|
(11) |
Beneficial ownership information is based on information
contained in an Amendment No. 1 to Schedule 13G filed with the SEC
on February 9, 2022, by The Vanguard Group. According to the
schedule, The Vanguard Group has sole dispositive power with
respect to 21,027,057 of the shares, shared voting power with
respect to 270,968 of the shares, and shared dispositive power with
respect to 398,267 of the shares. |
|
(12) |
Beneficial ownership information is based on information
contained in an Amendment No. 2 to Schedule 13G filed with the SEC
on January 27, 2022, by BlackRock, Inc. According to the schedule,
BlackRock, Inc. has sole voting power with respect to 14,641,452 of
the shares and sole dispositive power with respect to all
15,726,361 shares. |
|
(13) |
Beneficial ownership information is based on information
contained in Schedule 13G filed with the SEC on January 19, 2022,
by JPMorgan Chase & Co. According to the schedule, JPMorgan
Chase & Co. has sole dispositive power with respect to
12,978,521 of the shares, sole voting power with respect to
11,277,689 of the shares, and shared dispositive power with respect
to 260 of the shares. |
|
(14) |
Beneficial ownership information is based on information
contained in Schedule 13G filed with the SEC on February 14, 2022,
by Long Pond Capital, LP, Long Pond Capital GP, LLC, and John
Khoury. According to the schedule, Long Pond Capital, LP, Long Pond
Capital GP, LLC, and John Khoury have shared voting power and
shared dispositive power with respect to all 9,453,811 shares. |
|
(15) |
Beneficial ownership information is based on information
contained in Schedule 13D filed with the SEC on August 9, 2022 by
Westdale Investments LP; JGB Ventures I, Ltd.; JGB Holdings, Inc.;
and Joseph Beard. According to the schedule, voting and investment
decisions with respect to securities held by the reporting persons
are made by Joseph Beard. |
IMPORTANT
Tell your Board what you think! Your vote is important. No matter
how many shares of Common Stock you own, please give us your proxy
FOR the election of the Land & Buildings Nominees and in
accordance with our recommendations on the other proposals on the
agenda for the Annual Meeting by taking these three
steps:
|
· |
Voting via the INTERNET by
following the easy instructions included on the enclosed
BLUE universal proxy card; |
|
· |
Voting by TELEPHONE by
following the easy instructions included on the enclosed
BLUE universal proxy card; or |
|
· |
SIGNING, DATING AND MAILING
the enclosed BLUE universal proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States). |
If any of your shares of Common Stock are held in the name of a
broker, only it can vote such shares of Common Stock and only upon
receipt of your specific instructions. Depending upon your
broker, you may be able to vote either by toll-free telephone or by
the Internet. Please refer to the enclosed voting form for
instructions on how to vote electronically. You may also vote by
signing, dating and returning the enclosed BLUE voting
form.
If you have any questions or require any additional information
concerning this Proxy Statement, please contact Saratoga at the
phone number or address set forth below.
|
If you have any questions, require assistance in voting your
BLUE universal proxy card,
or need additional copies of Land and Buildings’ proxy
materials,
please contact Saratoga at the phone numbers listed
below.
520 8th Avenue, 14th Floor
New York, NY 10018
(212) 257-1311
Stockholders call toll free at (888) 368-0379
Email: info@saratogaproxy.com
|
BLUE UNIVERSAL PROXY CARD
PRELIMINARY COPY SUBJECT
TO COMPLETION
DATED SEPTEMBER 30,
2022
apartment investment and
management company
2022 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF LAND & BUILDINGS CAPITAL growth
fund, Lp, and the other participants in its PROXY
solicitation
THE BOARD OF DIRECTORS OF apartment investment and management
company IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints Jonathan Litt, Craig Melcher and John
Ferguson, and each of them, as attorneys and agents with full power
of substitution to vote all shares of Class A Common Stock (the
“Common Stock”), of Apartment Investment and Management Company
(the “Company” or “Aimco”) which the undersigned would be entitled
to vote if personally present at the 2022 annual meeting of
stockholders of the Company scheduled to be held at _____, Mountain
Time, on December 16, 2022, at 4582 South Ulster Street, Suite
1450, Denver, CO 80237 (including any adjournments or postponements
thereof and any meeting called in lieu thereof, the “Annual
Meeting”).
The undersigned hereby revokes any other proxy or proxies
heretofore given to vote or act with respect to the shares of
Common Stock of the Company held by the undersigned, and hereby
ratifies and confirms all action the herein named attorneys and
proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of the herein named
attorneys and proxies or their substitutes with respect to any
other matters as may properly come before the Annual Meeting that
are unknown to Land & Buildings Capital Growth Fund, LP (“Land
& Buildings”) a reasonable time before this solicitation.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY
WILL BE VOTED “for”
THE TWO (2) LAND &
BUILDINGS NOMINEES AND “for” ONE COMPANY NOMINEE
UNOPPOSED BY LAND & BUILDINGS IN PROPOSAL 1, “FOR” PROPOSAL 2
AND [“FOR”/”AGAINST”] PROPOSAL 3.
This Proxy will be valid until the completion of the Annual
Meeting. This Proxy will only be valid in connection with Land
& Buildings solicitation of proxies for the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting:
This Proxy Statement and our BLUE universal proxy card are
available at http:/www.___________.com.
IMPORTANT: PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD
PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
BLUE UNIVERSAL PROXY CARD
[X]
Please mark vote as in this example
LAND &
BUILDINGS STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE
“for” THE TWO
LAND & BUILDINGS
NOMINEES AND “for”
ONE COMPANY NOMINEE UNOPPOSED BY LAND & BUILDINGS, AND NOT TO
VOTE “FOR” OR “WITHHOLD” WITH RESPECT TO EITHER OF THE REMAINING
TWO COMPANY NOMINEES LISTED BELOW IN PROPOSAL 1.
YOU MAY SUBMIT VOTES FOR UP TO THREE NOMINEES. IMPORTANTLY, IF
YOU MARK MORE THAN THREE “FOR” AND/OR “WITHHOLD” BOXES WITH RESPECT
TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF
DIRECTORS WILL BE DEEMED INVALID. IF YOU MARK FEWER THAN THREE
“FOR” AND/OR “WITHHOLD” BOXES WITH RESPECT TO THE ELECTION OF
DIRECTORS, THIS PROXY CARD, WHEN DULY EXECUTED, WILL BE VOTED ONLY
AS DIRECTED.
|
1. |
Election of three nominees to serve
as directors until the Company’s 2024 annual meeting of
stockholders and until their successors have been duly elected and
qualified. |
|
LAND & BUILDINGS Nominees |
FOR |
WITHHOLD |
|
a) Michelle Applebaum |
¨ |
¨ |
|
b) James P. Sullivan |
¨ |
¨ |
|
COMPANY Nominee UNOPPOSED BY LAND &
BUILDINGS |
FOR |
WITHHOLD |
|
a) [_______] |
¨ |
¨ |
|
COMPANY Nominees OPPOSED BY LAND & BUILDINGS |
FOR |
WITHHOLD |
|
a) [_______] |
¨ |
¨ |
|
b) [_______] |
¨ |
¨ |
LAND &
BUILDINGS MAKES NO RECOMMENDATION WITH RESPECT TO
PROPOSAL 2.
|
2. |
The Company’s proposal to ratify
the selection of Ernst & Young LLP to serve as the independent
registered public accounting firm for the Company for the fiscal
year ending December 31, 2022. |
|
|
¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
[LAND &
BUILDINGS MAKES NO RECOMMENDATION WITH RESPECT TO
PROPOSAL 3].
|
3. |
The Company’s proposal to conduct
an advisory vote on executive compensation. |
|
|
¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
BLUE UNIVERSAL PROXY CARD
DATED:
____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE
CAPACITY IN WHICH THEY ARE SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON THIS PROXY.
Apartment Investment and... (NYSE:AIV)
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