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, following a strategic review process with financial and legal advisors to maximize stockholder value.

• The plan involves selling all company assets, winding down operations, and dissolving the company, with estimated liquidating distributions of $5.75–$7.10 per share, plus $2.83 per share in special dividends already paid in 2025.

• The process aims to complete asset sales within 24 months of stockholder approval, with distributions subject to various risks and uncertainties, including market conditions and transaction costs.

• If approved, the company will delist from the NYSE and deregister its shares, and may transfer remaining assets to a liquidating trust if not all assets are sold within the timeframe.

Voting matters and shareholder proposals

• Stockholders are asked to 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) approval to adjourn the meeting if more votes are needed.

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

• Abstentions and non-votes count as "against" for the liquidation proposal but not for the other proposals.

• Board unanimously recommends voting "FOR" all proposals.

Board of directors and corporate governance

• The board, with input from management and advisors, conducted a multi-year strategic review, engaging with over 100 potential buyers and considering various alternatives before recommending liquidation.

• The board retains authority to modify or abandon the plan prior to filing articles of dissolution if deemed in the best interests of the company.

• Directors and executive officers collectively own approximately 4.18% of outstanding shares as of December 2025.