“Still, L&B’s narrative is largely refuted, in our view, by
the fact that Aimco initially set out its strategy and objectives
for investors more than a year ago, in October 2021, and has
provided key updates for investors along the way, including in both
February 2022 and June 2022, in addition to quarterly earnings
releases.”
On the Strength of Aimco’s Incumbent Directors:
“Lastly, with respect to the incumbents who L&B is opposing
this year, we take note of Mr. Stein’s accounting, executive,
and business separation experience, as well as his role as chairman
of the investment committee currently leading the board’s review of
options to further enhance value, and Mr. Stone’s real estate
development experience and role as chairman of the governance
committee, where he has demonstrated a responsiveness to investor
concern by enacting a number of governance improvements. In our
view, the expertise and experience of the incumbent directors up
for re-election this year
remains crucial to Aimco’s progress and forward plan.”
“Based on our meeting with Mr. Leupp and other Aimco board
members, we believe he and the board are committed to further
enhancing Aimco’s investor relations and communications. And the
board appears well equipped to do so, in our view, given
Mr. Leupp’s experience and perspective.”
“Although L&B has called out Mr. Stone, as chairman of
Aimco’s governance committee, for not pressing for the immediate
de-staggering of the board
or other governance improvements earlier, the fact that he and the
board have since shown responsiveness to investor feedback by
adopting various governance reforms (as detailed above) suggests to
us that Mr. Stone is more likely part of the solution than any
ongoing problems on the Aimco board.”
“We also find Aimco’s investor relations and capital allocation
– primary complaints of the Dissident and the areas where its
nominees would presumably make their biggest contributions—to
already be in capable hands and not nearly as lacking as L&B
has alleged, significantly undercutting the candidacies of
L&B’s nominees, in our view.”
On Land & Buildings’ Nominees:
“On the other hand, the first of L&B’s nominees,
Ms. Applebaum, comes from a background in the steel industry,
first as an analyst and then a director, with no relevant real
estate or REIT experience. We also note she is a perennial L&B
nominee, having been nominated by the investor in three prior
instances yet never elected by shareholders or otherwise appointed
to those boards.”
“While Mr. Sullivan’s experience seems much more suited for
Aimco, we consider it is also largely duplicative by virtue of
Mr. Leupp’s presence on the Aimco board, who has significant
real estate and REIT experience from an investor perspective, as
well as additional, current board experience at another public
REIT. Given this would be Mr. Sullivan’s first public company
directorship (which is not a disqualifying factor on its own, in
our view) and considering his perspective is largely replicated by
Mr. Leupp and the Company’s ongoing advisory relationship with
Green Street, where Mr. Sullivan previously led the advisory
practice, we see a reduced need for his perspective at this
time.”