8-K
APARTMENT INVESTMENT & MANAGEMENT CO (AIV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): February 13, 2023
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
| Maryland | 1-13232 | 84-1259577 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation or organization) | File Number) | Identification No.) |
4582 SOUTH ULSTER STREET
SUITE 1450, DENVER, CO 80237
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303)
224-7900
NOT APPLICABLE
(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 Symbol(s) | Name of each exchange on which registered |
| Apartment Investment and Management Company<br><br>Class A Common Stock | 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 February 13, 2023, Terry Considine notified Apartment Investment and Management Company (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”) effective immediately. Mr. Considine’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Considine served on the Investment Committee of the Board.
ITEM 7.01 Regulation FD Disclosure.
A copy of the press release announcing Mr. Considine’s resignation and Mr. Considine’s letter of resignation are attached as Exhibit 99.1 and Exhibit 99.2 hereto.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 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 Exhibit.
(d) The following exhibits are filed with this report:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated February 13, 2023 |
| 99.2 | Letter of Resignation dated February 13, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: February 13, 2023 | ||
|---|---|---|
| APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||
| /s/ H. Lynn C. Stanfield | ||
| H. Lynn C. Stanfield | ||
| Executive Vice President, Chief Financial Officer |
EX-99
Exhibit 99.1
Aimco Announces the Resignation of Terry Considine from its Board of Directors
DENVER – February 13, 2023 – Apartment Investment and Management Company (NYSE: AIV) (“Aimco” or the “Company”) announced today that Mr. Terry Considine has resigned from its board of directors. The Company offers its utmost appreciation for his nearly 30 years of service.
Mr. Considine founded and managed Aimco’s predecessor companies and led its initial public offering in 1994. Serving as Chairman and CEO, Mr. Considine grew Aimco into the nation's largest owner and operator of apartment homes by 1999. In subsequent years, Mr. Considine distilled the Aimco portfolio to select U.S. markets, created value through the targeted redevelopment of Aimco properties, and built a best-in-class property management platform. In December 2020, Mr. Considine and the Aimco board led the creation and spin-off of Apartment Income REIT Corp. (“AIR”), where Mr. Considine currently serves as CEO.
Mr. Considine wrote Sunday in a letter to Aimco Chairman of the Board Dary Stone: “‘New Aimco’ has done well. Over a time when apartment values tumbled, net asset value per share doubled at Aimco. The record is clear. The transition is complete. No coach is needed. My work is done.
“Having fulfilled my commitments, I plan to resign as an Aimco director to focus on AIR. I will remain an Aimco shareholder. I have confidence in management, your leadership, and the Board…You and Wes make an impressive team!”
“On behalf of the Board, I would like to express our deepest gratitude to Terry for his extraordinary leadership and service to the Company over the past three decades,” said R. Dary Stone, Aimco’s Chairman of the Board. “Apart from laying its strong foundation, Terry has been instrumental in helping new Aimco successfully advance its re-focused and freestanding business model over the past several years.”
“Terry has been a trusted advisor and mentor for nearly 20 years,” said Wes Powell, Aimco President and CEO. “In addition to his remarkable leadership qualities, vision, and business prowess, I have tremendous admiration for Terry’s relentless drive to improve and innovate. Speaking on behalf of the entire Aimco team, I offer our appreciation to Terry for his unwavering support and guidance over the past many years and know that his legacy will loom large at Aimco.”
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. 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 include, but are 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 pipeline investments and projects, (iii) 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.
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.
Matt Foster
Sr. Director, Capital Markets and Investor Relations
(303) 793-4661
investor@aimco.com
EX-99
Exhibit 99.2
Terry Considine
Monday February 13, 2023
R. Dary Stone
Chairman of the Board
Aimco
Dear Dary,
About two years ago, the “old Aimco” Board divided its business in two: AIR, to be the most efficient way to invest in public ownership of multi-family properties; and “new Aimco” to continue the development activities of “old Aimco”, worth more as a going concern than in liquidation. This decision was embraced by investors who correctly foresaw what proved to be about $1B of shareholder value creation.
I became AIR CEO to focus on its peer-leading conversion of rents to free cash flow. I continued as a director of “new Aimco” to assist its establishment as a freestanding business. I committed to shareholders to freeze my compensation (to avoid “double dipping”) and to limit my executive role (to minimize conflicts with AIR). I was to be a “coach” to the new Aimco team.
As coaches know well, it is the athletes who play the game who are responsible for the result. Wes, Lynn, and Jennifer, are remarkable “athletes”, building a profitable business. The excellent Board included Bob and Mike from “old Aimco”, as well as you, Quincy, Pat, Jay, Deb, and Kirk, who joined the holdovers to constitute the independent directors of “new Aimco”.
“New Aimco” has done well. Over a time when apartment values tumbled, net asset value per share doubled at Aimco. The record is clear. The transition is complete. No coach is needed. My work is done.
Having fulfilled my commitments, I plan to resign as an Aimco director to focus on AIR. I will remain an Aimco shareholder. I have confidence in management, your leadership, and the Board where Jim will be an excellent addition. You and Wes make an impressive team!
Aimco is important to me. As co-founder, I am thankful for the many thousands of teammates whose friendship enriched my life and whose hard work produced investment returns that comfortably outperformed market averages for almost three decades. As a shareholder, I look forward to further value creation.
I wish good health and good fortune for you and our colleagues… for my Aimco teammates and their superb leaders Wes, Lynn, and “JJ” … and for the Aimco shareholders whom we serve as stewards of their precious capital!
Be well,
Terry