AIR Communities Announces Date of 2023 Annual Meeting and Continues its Commitment to Corporate Governance Excellence
22 Mai 2023 - 10:45PM
Business Wire
Apartment Income REIT Corp. (NYSE: AIRC) (“AIR” or the
“Company”) has announced that the date of its 2023 annual meeting
of stockholders will be September 15, 2023 (the “2023 Annual
Meeting”).
AIR has also expanded on its commitment to corporate governance
excellence, announcing that as part of its regular annual
governance review, AIR’s Board of Directors has approved, subject
to the requisite approval of stockholders at the 2023 Annual
Meeting, amending AIR’s Articles of Incorporation (“Charter”) and
Bylaws to:
- Expand Stockholder Rights to Remove Directors: Amend
AIR’s Charter and Bylaws to lower the threshold for stockholders to
remove directors to a simple majority of shares outstanding and
eliminate the requirement that such removal be for “cause.”
- Expand Stockholders Rights to Amend AIR’s Bylaws: As
previously announced by the Company in November 2022, amend AIR’s
Charter to reduce to a simple majority the stockholder vote
required to amend AIR’s Charter and Bylaws.
- Implement Universal Proxy Rules: Amend AIR’s
Bylaws to reflect certain technical updates to the requirements for
stockholder nominations of directors, including requiring that the
nominating stockholder comply with the applicable universal proxy
card rules.
- Update Notice and Access Requirements: Amend AIR’s
Bylaws, in connection with holding the 2023 Annual Meeting in
September rather than December, to specify that the window for
delivery to the Company of notices of proxy access nominations in
connection with the 2023 Annual Meeting is May 29, 2023 through
June 28, 2023.
“The Board continues to follow an intentional and thoughtful
process to improve AIR’s governance. As part of our annual
comprehensive review of our governance provisions and the continued
developments among public companies, the Board unanimously
determined to take these stockholder friendly actions,” commented
Ann Sperling, Chairman of AIR’s Governance and Corporate
Responsibility Committee. She continued, “in addition, having moved
our 2023 annual meeting to September 15, we expect our 2024 annual
meeting will return to a more typical spring cycle.”
Additionally, the AIR Board has a consistent track record of
board refreshment and has structured itself such that there are
directors of varying tenures, retaining the institutional memory of
longer-tenured directors while adding new directors and fresh
perspectives to the Board every few years, with three new directors
added in 2021 and two in 2020. AIR’s average independent board
member tenure is approximately five years. It ranges from 2 years
to almost 16 years, with that institutional memory represented by
our current independent chairman, Thomas L. Keltner. The Board is
working on an orderly succession plan for Mr. Keltner, including a
leadership transition to a new independent chairman to be selected
from among AIR’s existing independent directors, as well as
additional Board refreshment.
“We have worked hard to refresh our Board and believe our
current directors have the breadth and depth of background,
knowledge, skills, experience, and expertise to lead effectively,”
commented Ms. Sperling. She continued, “the AIR Board has a culture
of collaboration and a commitment to acting with consensus. We
appreciate the diverse perspectives that our directors bring and
place a premium on individual directors who work well in the
collegial and collaborative AIR culture, think and act
independently, and can communicate their convictions clearly and
effectively.”
About AIR Communities
Apartment Income REIT Corp. (NYSE: AIRC) is a publicly traded,
self-administered real estate investment trust (“REIT”). AIR’s
portfolio comprises 75 communities totaling 25,795 apartment homes
located in 10 states and the District of Columbia. AIR offers a
simple, predictable business model with focus on what we call the
AIR Edge, the cumulative result of our focus on resident selection,
satisfaction, and retention, as well as relentless innovation in
delivering best-in-class property management. The AIR Edge is a
durable operating advantage in driving organic growth, as well as
making possible the opportunity for excess returns for properties
new to AIR’s platform. For additional information, please visit
aircommunities.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.
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.
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 we assume no obligation to revise or update them to
reflect future events or circumstances. We caution investors not to
place undue reliance on any such forward-looking statements.
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Matthew O’Grady Senior Vice President, Capital Markets (303)
691-4566
Mary Jensen Head of Investor Relations (303) 691-4349
investors@aircommunities.com
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