Aimco (AIV) investors back asset sale and company liquidation plan

Rhea-AI Filing Summary

Apartment Investment and Management Company (Aimco) stockholders have approved a full liquidation of the company. At a Special Meeting held at Aimco’s Denver headquarters, stockholders approved a Plan of Sale and Liquidation to sell or dispose of all assets, wind down operations, and dissolve the company.

On the record date of December 31, 2025, there were 144,075,540 shares of common stock eligible to vote. The liquidation proposal passed with 119,217,338 votes for, 108,600 against, and 5,955 abstentions. Stockholders also gave advisory approval to potential executive compensation tied to the liquidation and approved an adjournment option, though no adjournment was needed.

Positive

• None.

Negative

• Fundamental wind-down of the company: Stockholders approved a Plan of Sale and Liquidation to sell or dispose of all assets, wind down Aimco’s business and affairs, and terminate its existence through voluntary dissolution, effectively ending Aimco as an ongoing enterprise once implemented.

Insights

Corporate actions and restructuring analyst

Stockholders approved a full asset sale and liquidation of Aimco.

Aimco received stockholder approval for a Plan of Sale and Liquidation that authorizes selling or disposing of all company assets, winding down its business and ultimately dissolving the entity. This represents a fundamental change, effectively ending Aimco’s operations once the plan is implemented.

The liquidation proposal passed decisively, with 119,217,338 votes in favor versus 108,600 against and 5,955 abstentions, out of 144,075,540 shares eligible as of December 31, 2025. The strong approval indicates broad stockholder support for exiting through liquidation under the specified plan.

Stockholders also approved on an advisory basis the specified compensation that may be paid to named executive officers in connection with the liquidation, and authorized potential adjournments of the Special Meeting. No adjournment was required because the liquidation proposal already had sufficient support to proceed.

0000922864falseAPARTMENT INVESTMENT & MANAGEMENT CO00009228642026-02-062026-02-06

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 06, 2026

Apartment Investment and Management Company

(Exact name of Registrant as Specified in Its Charter)

Maryland			1-13232	84-1259577
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4582 South Ulster Street Suite 1450
Denver, Colorado				80237
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 833 373-1300

(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
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 5.07 Submission of Matters to a Vote of Security Holders.

Apartment Investment and Management Company (“Aimco”) held a Special Meeting of Stockholders (the “Special Meeting”) on February 6, 2026, at its corporate headquarters, located at 4582 South Ulster Street, Suite 1450, Denver, CO, 80237. Aimco’s stockholders considered three proposals, each of which is described in more detail in Aimco’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on January 2, 2026. On the record date of December 31, 2025, there were 144,075,540 shares of Aimco’s Common Stock issued and outstanding and eligible to vote. The final voting results are reported below.

1. Liquidation Proposal: Approval of the Plan of Sale and Liquidation, providing for the sale or disposition of all of Aimco’s assets, winding down Aimco’s business and affairs and terminating Aimco’s existence by voluntary dissolution. Aimco’s stockholders approved the Liquidation Proposal. The voting results are set forth below:

For	Against	Abstentions	Broker Non-Votes
119,217,338	108,600	5,955	—

2. Compensation Proposal: Non-binding, advisory vote to approve the specified compensation that may be paid or become payable to Aimco’s named executive officers in connection with the Plan of Sale and Liquidation. Aimco’s stockholders gave advisory approval of the Compensation Proposal. The voting results are set forth below:

For	Against	Abstentions	Broker Non-Votes
68,067,141	51,026,880	237,872	—

3. Adjournment Proposal: Aimco’s stockholders approved one or more adjournments of the Special Meeting to a later date or dates, if necessary, appropriate or advisable to solicit additional proxies. Because there were sufficient votes to approve the Liquidation Proposal, no adjournment of the Special Meeting was determined to be necessary, appropriate or advisable, and accordingly, the Special Meeting was not adjourned and proceeded to conclusion. The voting results are set forth below:

For	Against	Abstentions	Broker Non-Votes
97,045,288	22,260,459	26,146	—

SIGNATURE

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 AND MANAGEMENT COMPANY
Date:	February 6, 2025	By:	/s/ H. Lynn C. Stanfield
			H. Lynn C. Stanfield Executive Vice President and Chief Financial Officer

FAQ

What did Aimco (AIV) stockholders approve at the Special Meeting?

Aimco stockholders approved a Plan of Sale and Liquidation authorizing the sale or disposition of all assets, winding down the business, and voluntary dissolution. This decision effectively sets the company on a path to cease operations once the plan is fully carried out and assets are liquidated.

How did Aimco (AIV) stockholders vote on the liquidation proposal?

The liquidation proposal received 119,217,338 votes for, 108,600 against, and 5,955 abstentions. These results show strong support among participating stockholders for selling or disposing of all Aimco assets, winding down its affairs, and ultimately dissolving the company under the approved plan.

How many Aimco (AIV) shares were eligible to vote at the Special Meeting?

On the record date of December 31, 2025, Aimco had 144,075,540 shares of common stock issued, outstanding, and eligible to vote. These shares formed the base for determining quorum and counting votes on the liquidation, executive compensation, and adjournment proposals presented to stockholders.

What executive compensation proposal did Aimco (AIV) stockholders consider?

Stockholders voted on a non-binding, advisory proposal to approve specified compensation that may be paid or become payable to Aimco’s named executive officers in connection with the Plan of Sale and Liquidation. The advisory Compensation Proposal received stockholder approval, signaling support for the outlined potential payouts.

What were the voting results on Aimco’s (AIV) Compensation Proposal?

The Compensation Proposal received 68,067,141 votes for, 51,026,880 votes against, and 237,872 abstentions. Although advisory and non-binding, this approval indicates a majority of voting stockholders accepted the specified executive compensation arrangements tied to implementing the Plan of Sale and Liquidation.

Was Aimco’s (AIV) Special Meeting adjourned to solicit more proxies?

Stockholders approved an Adjournment Proposal allowing one or more adjournments if necessary to solicit additional proxies. However, because there were already sufficient votes to approve the liquidation proposal, no adjournment was deemed necessary, and the Special Meeting proceeded to conclusion without being postponed.

Where and when was the Aimco (AIV) Special Meeting held?

The Special Meeting of Stockholders was held on February 6, 2026, at Aimco’s corporate headquarters located at 4582 South Ulster Street, Suite 1450, Denver, Colorado 80237. At this meeting, stockholders voted on the liquidation, compensation, and adjournment proposals described in the definitive proxy statement.