Apartment Investment and Management Company (AIV) Proxy Filing summary

Executive summary

• Board approved a Plan of Sale and Liquidation, recommending stockholders vote in favor at a special meeting on February 6, 2026.

• The plan involves selling all company assets, winding down operations, and dissolving the company, with estimated total distributions to stockholders between $8.58 and $9.93 per share, including prior special dividends.

• The process follows a strategic review, with the Board concluding that liquidation offers the best value compared to other alternatives.

• Distributions and timing are subject to market conditions, Board discretion, and legal requirements.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: (1) approval of the Plan of Sale and Liquidation, (2) a non-binding advisory vote on executive compensation related to the plan, and (3) adjournment of the meeting if more votes are needed.

• Approval of the liquidation requires two-thirds of all votes entitled to be cast; compensation and adjournment proposals require a majority of votes cast.

• Failure to vote or abstentions count as votes against the liquidation proposal.

• No appraisal or dissenters' rights are available to stockholders.

Board of directors and corporate governance

• The Board, with input from financial and legal advisors, conducted a multi-year strategic review, engaging with over 100 potential buyers.

• No full-company offer was deemed superior to the liquidation plan.

• The Board retains authority to modify or abandon the plan before formal dissolution if circumstances change.