8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2023

Apartment Investment and Management Company

(Exact name of Registrant as Specified in Its Charter)

Maryland	1-13232	84-1259577
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
4582 South Ulster Street<br><br>Suite 1450
Denver, Colorado		80237
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 303 224-7900
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Class A Common Stock (Apartment Investment and Management Company)	AIV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2023, Apartment Investment and Management Company (the “Company”) announced that Robert A. Miller will not be standing for re-election at the Company's 2023 Annual Meeting and will retire from the Board of Directors (the “Board”) upon expiration of his term at the conclusion of the 2023 Annual Meeting. Mr. Miller’s decision was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices. The Company greatly appreciates Mr. Miller’s long and dedicated service as a director and wishes him the best in his future endeavors.

The Company also announced the appointment of Sherry L. Rexroad to its Board effective immediately. The Company has appointed Ms. Rexroad to the Board’s (i) Audit Committee, (ii) Compensation and Human Resources Committee, (iii) Nominating, Environmental, Social, and Governance Committee, and (iv) Investment Committee.

Ms. Rexroad will participate in all director compensation and benefit programs in which the Company’s other non-employee directors participate, including an annual fee of $200,000, payable up to 50% in the form of a cash retainer with the remainder in equity. Upon joining the Board, Ms. Rexroad will receive a pro rata portion of the annual fee.

There are currently no agreements, arrangements, or understandings between Ms. Rexroad and any other person pursuant to which Ms. Rexroad was appointed to serve as a director of the Board. There are currently no transactions in which Ms. Rexroad has an interest requiring disclosure under Item 404(a) of Regulation S-K as promulgated under the Securities Exchange Act of 1934, as amended.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing Ms. Rexroad’s appointment to the Board is attached as Exhibit 99.1 hereto.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this report:

Exhibit No.	Description
99.1	Press release dated March 27, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			APARTMENT INVESTMENT MANAGEMENT COMPANY
Date:	March 27, 2023	By:	/S/ H. Lynn C. Stanfield
			H. Lynn C. Stanfield, Executive Vice President and Chief Financial Officer

EX-99

Exhibit 99.1

Aimco Appoints Sherry L. Rexroad to Board of Directors

DENVER – March 27, 2023 – Apartment Investment and Management Company (NYSE: AIV) (“Aimco” or the “Company”) today announced that it has appointed Sherry L. Rexroad to its Board of Directors, effective immediately. Ms. Rexroad has been appointed to Aimco’s Audit, Compensation and Human Resources, Investment, and Nominating, Environmental, Social, and Governance Committees.

Ms. Rexroad is a highly regarded executive and former institutional investor with 30 years of experience in REITs and real estate, finance and capital markets. She most recently served as Chief Financial Officer of STORE Capital, a publicly traded net-lease REIT. Prior to that she spent a decade at BlackRock Global Real Asset Securities as Global Head of Business Development as well as Co-Global Chief Investment Officer and Chair of the Investment Committee. Ms. Rexroad also served as a member of BlackRock’s Investment Stewardship Advisory Committee and was the first investor to be elected to Nareit’s Advisory Board of Governors.

“Sherry’s significant real estate, finance and corporate governance expertise will make her an impactful addition to our Board,” said R. Dary Stone, Chairman of the Board. “In particular, Sherry’s unique perspectives as a REIT CFO and experienced institutional investor, as well as her deep investment stewardship expertise, are highly relevant to the Aimco business and our ongoing review of opportunities to further enhance and unlock shareholder value.”

“I am excited to join the Aimco Board,” said Ms. Rexroad. “Aimco has a significant opportunity ahead with a strong portfolio of assets and compelling development platform and pipeline. I look forward to working collaboratively with the Board and management team to drive value for shareholders.”

Aimco also announced that Robert A. Miller has notified the Company he will not be standing for re-election at the Company’s 2023 Annual Meeting and will retire from the Board upon expiration of his term at the conclusion of the 2023 Annual Meeting. Additionally, at the 2023 Annual Meeting, all of the Company’s director nominees will stand for re-election to a one-year term, and thereafter, the Board will comprise nine directors.

Mr. Stone continued, “On behalf of the Board, we thank Bob for his contributions and commitment to Aimco and to its shareholders. Aimco and the members of its Board have been honored by their association with Bob and are grateful for his service and expertise.”

About Sherry Rexroad

Ms. Rexroad most recently served as Chief Financial Officer of STORE Capital, a publicly traded REIT specializing in the acquisition, investment and management of single tenant operational real estate, prior to the completion of its sale to GIC and Oak Street. Prior to joining STORE, she spent ten years at BlackRock Global Real Asset Securities. She served as Blackrock’s Global Head of Business Development,

as well as Co-Global Chief Investment Officer and Chair of the Investment Committee, where she led fundraising efforts, was a key member that built and led the global real asset securities team, and led

the development of an ESG scoring system to be implemented into its investment strategy. Earlier in her career, she worked in various capacities for Aviva Investors, ING Clarion Real Estate Securities, AEW Capital Management, the U.S. Environmental Protection Agency and the U.S. General Services Administration. Ms. Rexroad graduated from Haverford College and holds an MBA from The Wharton School, University of Pennsylvania. She also holds the Chartered Financial Analyst designation and is a member of the CFA Institute.

About Aimco

Aimco is a diversified real estate company primarily focused on value add, opportunistic, and alternative investments, targeting the U.S. multifamily sector. Aimco’s mission is to make real estate investments where outcomes are enhanced through its human capital so that substantial value is created for investors, teammates, and the communities in which we operate. Aimco is traded on the New York Stock Exchange as AIV. For more information about Aimco, please visit its website www.aimco.com.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to, the statements in this document regarding future financing plans, including the Company’s expected leverage and capital structure; business strategies, prospects, and projected operating and financial results (including earnings and shareholder value), including facts related thereto, such as expected costs; future Company potential; future share repurchases; expected investment opportunities; and our 2023 pipeline investments and projects. We caution investors not to place undue reliance on any such forward-looking statements.

Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” “forecast(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are not guarantees of future performance, condition or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, among others, that may affect actual results or outcomes including, but not limited to: (i) the risk that the 2023 preliminary plans and goals may not be completed in a timely manner or at all, (ii) the inability to recognize the anticipated benefits of the pipeline investments and projects, (iii) whether NAV targets will be achieved; and (iv) changes in general economic conditions, including as a result of the COVID-19 pandemic. Although we believe that the assumptions underlying the forward-looking statements, which are based on management’s expectations and estimates, are reasonable, we can give no assurance that our expectations will be attained.

Readers should carefully review the Company’s financial statements and the notes thereto, as well as the sections entitled “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the other documents the Company files from time to time with the SEC. These filings identify and address important risks uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

These forward-looking statements reflect management’s judgment as of this date, and the Company assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.

Contacts

Matt Foster

Sr. Director, Capital Markets and Investor Relations

(303) 793-4661

investor@aimco.com