AIV Apartment Investment and Management Company

DEAR FELLOW STOCKHOLDERS,

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Apartment Investment and Management Company (“Aimco” or the “Company”) to be held on September 29, 2023, at 9:00 am Mountain Daylight Time at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237.

At the Annual Meeting, stockholders will be asked to (i) consider a management proposal to amend our charter to eliminate supermajority voting provisions, (ii) consider a management proposal to amend our charter to enable stockholders to remove directors without cause and fill vacancies on the Board of Directors created by stockholder action, (iii) elect nine directors, for a term of one year each, to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified, (iv) ratify the selection of Ernst & Young LLP to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023, (v) conduct an advisory vote to approve executive compensation, (vi) conduct an advisory vote on the frequency of future advisory votes to approve executive compensation, and (vii) transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. The accompanying Notice of Annual Meeting and Proxy Statement describe these matters.

We look forward to welcoming you to our annual meeting. Your vote is important to us. Even if you do not plan to attend the meeting in person, please ensure your votes will be represented at the meeting by completing, signing, dating, and returning your proxy card or voting by using the available Internet or telephone voting procedures.

On behalf of the entire Aimco Board, we thank you for your investment in Aimco.

Sincerely,

		R. Dary Stone Chairman of the Board				Wes Powell Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Aimco will be held on September 29, 2023, at 9:00 am Mountain Daylight Time at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237, for the following purposes:

Only stockholders of record at the close of business on August 11, 2023, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) thereof.

We are again pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

On or about August 18, 2023, we intend to mail our stockholders a notice containing instructions on how to access our 2023 proxy statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”), and vote online. The notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. If you received your annual materials via email, the email contains voting instructions and links to these documents on the Internet.

WHETHER OR NOT YOU EXPECT TO BE AT THE ANNUAL MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR SHARES ARE REPRESENTED.

By order of the Board of Directors

		Jennifer Johnson          Secretary

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be held on September 29, 2023.

This Proxy Statement and the 2022 Annual Report are available free of charge at the following website: www.edocumentview.com/AIV.

You may also obtain these materials at the SEC website at www.sec.gov or by contacting the Office of the Corporate Secretary, 4582 South Ulster Street, Suite 1450, Denver, Colorado 80237.

Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into and does not form a part of this Proxy Statement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our stockholder letter, Notice of 2023 Annual Meeting of Stockholders of Aimco and this Proxy Statement contain 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 stockholder 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 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 increases in interest rates and other force-majeure events. 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 in Item 1A of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, 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.

Explanatory Note

TABLE OF CONTENTS

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 SOUTH ULSTER STREET, SUITE 1450 DENVER, COLORADO 80237

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 29, 2023

Execution of Defined Strategy Delivering Results

Aimco has created substantial value for stockholders by executing its plan focused on maximizing real estate investment performance, prudent and opportunistic capital allocation, maintaining a strong balance sheet and accessing capital markets, and simplification of the business.

Total stockholder returns of 56% since the spinoff of AIR Communities in December 2020 through June 30, 2023, outperforming peers2, the FTSE Apartment Equity Index, the MSCI U.S. REIT Index, the Russell 2000, and the S&P 500

Committed to Pay for Performance

		“Say on Pay” approved   EVERY YEAR   since first introduced in 2011				96%     5-year average “Say on Pay” support rate

CEO Pay Components

Committed to “Best in Class” Governance

STOCKHOLDER OUTREACH

Since the Spinoff, we have engaged with stockholders representing more than 80% of our outstanding shares, and we have always made our Board members available for engagement discussions.

OUR RESPONSES TO STOCKHOLDER INPUT

Commitment to Our Human Capital

Aimco continuously invests in our teammates and company culture to ensure employee satisfaction, health, and wellbeing.

WORKPLACE FLEXIBILITY
		Aimco has had a longstanding policy of offering flexibility to our teammates in attending to personal and family matters during the workweek
PARENTAL LEAVE BENEFIT
		16 WEEKS of paid parental leave for mothers and fathers
HEALTHY WORK ENVIRONMENTS
		Ergonomic office furniture, including adjustable height desks
		Incorporation of biophilic design: spatial design promoting natural light, indoor plants that absorb indoor toxins and naturally stabilize humidity levels
		Access to free healthy snacks and drinks

Highly Engaged Team    

Commitment to Community

		In 2022, Aimco formed a partnership with Camillus House, pledging $1M over four years to the expansion of Camillus House’s workforce development programs. This includes the funding of scholarships to remove barriers to employment for those seeking to obtain and maintain jobs. The Aimco team will also volunteer at biannual organized events. Aimco sees this partnership as an important extension of the investments Aimco has made in the Miami market.

Building to LEED and Fitwel Standards and Solar Power

PROJECTS UNDERWAY:

Currently, Article VI, Section 6 and Article X of our charter contain certain provisions that require, in order to amend the charter (after adoption by our Board of a resolution recommending such amendment and its presentation to stockholders at an annual or special meeting) and any bylaw provision that relates to the removal of directors or to repeal the bylaws, the affirmative vote of stockholders holding two-thirds of the aggregate number of votes entitled to be cast generally in an election of directors (the “Existing Amendments Standard”).

As part of our ongoing review of corporate governance, in November 2022, we announced that our Board had committed to a series of actions to enhance corporate governance. On April 26, 2023, our Board unanimously approved and declared advisable certain amendments to our charter and bylaws, subject to the receipt of the requisite approval of such amendments by our stockholders, to further expand on our commitment to corporate governance, by implementing the previously disclosed governance enhancements to be effective in connection with the Annual Meeting.

This Proposal 1 requests that stockholders approve amendments to Article VI, Section 6 and Article X of the charter that would eliminate the Existing Amendments Standard in favor of allowing amendments to the charter and bylaws (in the case of the charter, after adoption by our Board of a resolution recommending such amendment and its presentation to stockholders at an annual or special meeting, and in the case of the bylaws, at an annual or special meeting called for such purpose), by the affirmative vote of at least a majority of all the shares of capital stock of the Company entitled to vote generally in an election of directors, voting together as a single class (the “Revised Amendments Standard”). The full text of the proposed amendment to Article VI, Section 6 of the charter is set forth in Appendix A to this Proxy Statement. The full text of the proposed amendment to Article X of the charter is set forth in Appendix B to this Proxy Statement.

If stockholders approve this Proposal 1, Section 9.07 of our bylaws will be amended by the Board of Directors as set forth in Appendix C to this Proxy Statement to reflect the Revised Amendments Standard. If stockholders do not approve Proposal 1 providing for the Revised Amendments Standard, the amendments to our charter (as shown in Appendix A and Appendix B) and our bylaws (as shown in Appendix C) will not be implemented and our charter and bylaws would remain in their current form, subject to any other amendments approved by our stockholders pursuant to Proposal 2.

Our Board unanimously approved and declared advisable, and unanimously recommends that stockholders approve Proposal 1. The proposed amendments to the charter would become effective upon the filing of a Certificate of Amendment and the amended and restated charter with the Secretary of State of Maryland, which we intend to file promptly following the Annual Meeting if stockholders approve Proposal 1. The amendments to Section 9.07 of our bylaws would become effective immediately following the effectiveness of the proposed amendments to the charter if stockholders approve Proposal 1.

Approval of Proposal 1 requires the affirmative vote of the holders of two-thirds of the aggregate number of votes entitled to be cast generally in an election of directors. Any abstentions or broker-non votes will have the same effect as a vote against Proposal 1.

Each of Proposal 1 and Proposal 2 is an element of a comprehensive update to the Company’s governance arrangements. However, Proposal 1 and Proposal 2 are not conditioned on the approval of the other. Each of the proposed changes discussed in Proposal 1 and Proposal 2 are being voted on separately by our stockholders. If our stockholders approve one, but not both, of Proposal 1 and Proposal 2, the charter will only be amended and restated to reflect the amendments to the charter approved by our stockholders. If Proposal 1 and Proposal 2 are both approved, the charter will be amended and restated in its entirety as set forth in Appendix D.

Currently, Article VI, Section 5 of our charter supersedes Section 2.04 of our bylaws and provides that directors may only be removed from office for “cause” (as defined in the charter) and only by the affirmative vote of stockholders holding two-thirds of the aggregate number of votes then entitled to be cast generally in the election of directors (the “Existing Director Removal Standard”). Article VI, Section 4 of our charter also provides that any vacancies on the Board, including those resulting from any increase in the size of the Board or any removal of a director for cause, may be filled only by the affirmative vote of a majority of the then-remaining directors in office even if the remaining directors do not constitute a quorum (the “Existing Vacancy-Filling Power”).

As part of our ongoing review of corporate governance, in November 2022, we announced that our Board had committed to a series of actions to enhance corporate governance. On April 26, 2023, our Board unanimously approved and declared advisable certain amendments to our charter and bylaws, subject to the receipt of the requisite approval of such amendments by our stockholders, to further expand on our commitment to corporate governance, by implementing the previously disclosed governance enhancements to be effective in connection with the Annual Meeting.

This Proposal 2 requests that stockholders approve amendments to Article VI, Section 5 of the charter that will eliminate from the charter the Existing Director Removal Standard and amendments to Article VI, Section 4 of the charter that will eliminate from the charter the Existing Vacancy-Filling Power. The full text of the proposed amendment to Article VI, Section 5 of the charter is set forth in Appendix E to this Proxy Statement. The full text of the proposed amendment to Article VI, Section 4 of the charter is set forth in Appendix F to this Proxy Statement.

If Proposal 2 is approved by the stockholders, Section 2.04 of our bylaws will also be amended by the Board as set forth in Appendix G to this Proxy Statement to allow any or all of the directors to be removed, with or without cause, by the affirmative vote of the holders of a majority of all the votes entitled to be cast for the election of directors at a special meeting called for the purpose of removing the director (except as otherwise required by law and subject to the rights of the holders of any class or series of stock separately entitled to elect one or more directors).

If Proposal 2 is approved by the stockholders, Section 2.05 of our bylaws will also be amended as set forth in Appendix H to allow stockholders to fill certain vacancies on the Board (i.e., those created by a stockholder action to increase the size of the Board or remove a director) substantially concurrently with the stockholder action that created the vacancy, subject to the charter and the rights of the holders of any class or series of stock separately entitled to elect one or more directors, by the affirmative vote of the holders of at least a majority of all shares of capital stock of the Company entitled to vote generally in an election of directors, voting together as a single class, for a person duly nominated by a majority of then-remaining directors or a stockholder in accordance with the requirements applicable to nominations set forth in the bylaws. The Board will remain empowered to fill any and all other vacancies, including those created by a stockholder action to increase the size of the Board or remove a director if not filled by a substantially concurrent stockholder action, by the affirmative vote of a majority of remaining directors even if not constituting a quorum. If stockholders do not approve Proposal 2 providing for elimination of the Existing Director Removal Standard and Existing Vacancy-Filling Power, such amendments will not be implemented and our charter and bylaws would remain in their current form, subject to any other amendments approved pursuant to Proposal 1.

Our Board unanimously approved and declared advisable, and unanimously recommends that stockholders approve Proposal 2. The proposed amendments to the charter would become effective upon the filing of a

Certificate of Amendment and the amended and restated charter with the Secretary of State of Maryland, which we intend to file promptly following the Annual Meeting if stockholders approve Proposal 2. The amendments to Section 2.04 and Section 2.05 of our bylaws would become effective immediately following the effectiveness of the proposed amendments to the charter if stockholders approve Proposal 2.

Approval of Proposal 2 requires the affirmative vote of the holders of two-thirds of the aggregate number of votes entitled to be cast generally in an election of directors. Any abstentions or broker-non votes will have the same effect as a vote against Proposal 2.

Each of Proposal 1 and Proposal 2 is an element of a comprehensive update to the Company’s governance arrangements. However, Proposal 1 and Proposal 2 are not conditioned on the approval of the other. Each of the proposed changes discussed in Proposal 1 and Proposal 2 are being voted on separately by our stockholders. If our stockholders approve one, but not both, of Proposal 1 and Proposal 2, the charter and bylaws will only be amended and restated to reflect the amendments to the charter approved by our stockholders. If Proposal 1 and Proposal 2 are both approved, the charter will be amended and restated in its entirety as set forth in Appendix D.

In response to stockholder input and after considering best practices with respect to corporate governance, the Board has determined that the annual election of all Directors is in the best interests of the Company and our stockholders.

All of our Directors will stand for election at the 2023 Annual Meeting and at each annual meeting thereafter and each Director elected at any such annual meeting will be elected to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualify. All nominees have advised the Board that they are able and willing to serve as directors.

Upon the selection and recommendation of the Nominating, Environmental, Social and Governance Committee, the Board has unanimously nominated and recommended the following nominees for election to the Board at the Annual Meeting:

If any nominee becomes unavailable for any reason (which is not anticipated), the shares represented by proxies at the Annual Meeting may be voted for such other person or persons as may be determined by the holders of the proxies (unless a proxy contains instructions to the contrary). In no event will the proxy be voted for more than nine nominees.

In an uncontested election at the meeting of stockholders, any nominee to serve as a director of the Company will be elected if the director receives a vote of the majority of votes cast, which means that the number of shares voted “for” a director exceeds the number of votes “against” that director. With respect to a contested election, a plurality of all the votes cast at the meeting of stockholders will be sufficient to elect a director. If a nominee who currently is serving as a director receives a greater number of “against” votes for his or her election than votes “for” such election (a “Majority Against Vote”) in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under Aimco’s bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her resignation to the Board for consideration following certification of the vote. The Nominating, Environmental, Social, and Governance Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Nominating, Environmental, Social, and Governance Committee’s recommendation.

For purposes of the election of directors, abstentions or broker non-votes as to the election of directors will not be counted as votes cast and will have no effect on the result of the vote. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted FOR the election of the nine nominees named above as directors.

The Aimco Board is composed of nine highly qualified directors who bring strong skills, industry experience, and track records of driving value. As part of the Board’s ongoing commitment to refreshment, we have had a number of changes since the 2022 annual meeting.

Terry Considine and Robert Miller retired from the Board in February 2023 and April 2023, respectively. We thank both of them for their insights and commitment to Aimco, and for their service on behalf of stockholders.

Sherry Rexroad was appointed to the Board, effective in March 2023. Ms. Rexroad’s 30 years of experience in REITs and real estate, finance, and capital markets provides the Board with valuable industry and investor perspectives.

Additionally, we made the following changes to Board leadership:

The following is a biographical summary of the director nominees.

SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERTISE

Below is a summary of the qualifications and expertise of the directors, including expertise relevant to Aimco’s business.

BOARD SELECTION AND ELECTION

BOARD COMPOSITION, BOARD REFRESHMENT, AND DIRECTOR TENURE

Aimco is focused on having a well-constructed and high performing board. To that end, the Nominating, Environmental, Social, and Governance Committee selects nominees for director based on, among other things, breadth and depth of experience, knowledge, skills, expertise, integrity, ability to make independent analytical

inquiries, understanding of Aimco’s business environment, diversity of perspective and background, and willingness to devote adequate time and effort to Board responsibilities. In considering nominees for director, the Nominating, Environmental, Social, and Governance Committee seeks to have a diverse range of experience and expertise relevant to Aimco’s business. The Nominating, Environmental, Social, and Governance Committee places a premium on directors who work well in the collegial and collaborative nature of the Board (which is also consistent with the Aimco culture) and also requires directors who think and act independently and can clearly and effectively communicate their convictions. The Nominating, Environmental, Social, and Governance Committee assesses the appropriate balance of criteria required of directors and makes recommendations to the Board.

The Nominating, Environmental, Social, and Governance Committee has structured the Board such that there are directors of varying tenures, with new directors and perspectives joining the Board every few years while retaining the institutional memory of longer-tenured directors. Longer-tenured directors, balanced with less-tenured directors, enhance the Board’s oversight capabilities. Aimco’s directors work effectively together, coordinate closely with senior management, comprehend Aimco’s challenges and opportunities, and frame Aimco’s business strategy.

When formulating its Board membership recommendations, the Nominating, Environmental, Social, and Governance Committee also considers advice and recommendations from others, including stockholders, as it deems appropriate. Such recommendations are evaluated based on the same criteria noted above.

The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. Based on recommendations from the Nominating, Environmental, Social, and Governance Committee, the Board determined to nominate Messrs. Allen, Leupp, Powell, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith for election to serve a one-year term expiring at the 2024 annual meeting.

MAJORITY VOTING FOR THE ELECTION OF DIRECTORS

In an uncontested election at the meeting of stockholders, any nominee to serve as a director of the Company will be elected if the director receives a majority of votes cast, which means that the number of shares voted “for” a director exceeds the number of shares voted “against” that director. With respect to a contested election, a plurality of all the votes cast at the meeting of stockholders will be sufficient to elect a director, meaning that the nine director nominees with the highest number of votes cast for their election will be elected to the Board of Directors (with abstentions and broker non-votes not counted as votes cast). The following is not considered votes cast “for” or “against” a director nominee: (a) a share otherwise present at the meeting but for which there is an abstention and (b) a share otherwise present at the meeting as to with a stockholder gives no direction. If a nominee who currently is serving as a director receives a Majority Against Vote in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under Aimco’s bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her resignation to the Board for consideration following certification of the vote. The Nominating, Environmental, Social, and Governance Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Nominating, Environmental, Social, and Governance Committee’s recommendation within 90 days following certification of the stockholder vote. Additional details are set out in Article II, Section 2.03 (Election and Tenure of Directors; Resignations) of Aimco’s bylaws.

PROXY ACCESS

In 2016, the Board amended the Company’s bylaws to provide a proxy access right to stockholders in which a stockholder or a group of up to 20 stockholders, owning at least 3% of our shares for at least three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our bylaws.

THE ORGANIZATION OF THE BOARD

BOARD LEADERSHIP STRUCTURE

In connection with the Spinoff, the Board concluded that separating the Chairman and CEO role would be most effective for the Company’s leadership and governance. Mr. Stone serves as Chairman of the Board, which includes: presiding over executive sessions of the non-management directors, which are held regularly and not less than four times per year; with the CEO, setting meeting agendas and schedules; calling meetings of the non-management directors; and being available for direct communication with stockholders.

The Aimco Board has a majority of independent directors. Eight out of the nine directors (Messrs. Allen, Leupp, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith) are independent (the “Independent Directors”). All four standing committees (Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, and Investment) are composed solely of independent directors.

SEPARATE SESSIONS OF INDEPENDENT DIRECTORS

Aimco’s Corporate Governance Guidelines (described below) provide that the non-management directors shall meet in executive session without management on a regularly scheduled basis, but no less than four times per year. The non-management directors, which group currently is made up of the eight Independent Directors, met in executive session without management five times during the year ended December 31, 2022.

MEETINGS AND COMMITTEES

The Board held nine meetings during the year ended December 31, 2022. During 2022, there were the following five committees: Audit; Compensation and Human Resources; Nominating, Environmental, Social, and Governance; Investment; and Aimco-AIR Transactions. During 2022, no director attended fewer than 75% of the aggregate total number of meetings of the Board and each committee on which such director served.

The Corporate Governance Guidelines, as described below, provide that the Company generally expects that the Chairman of the Board will attend all annual and special meetings of the stockholders. Other members of the Board are not required to attend such meetings. All of the then-members of the Board attended the Company’s 2022 Annual Meeting of Stockholders, including the Chairman of the Board, and the Company anticipates that the full Board will attend the annual meeting this year.

Below is a table illustrating the current standing committee memberships and chairmen. Additional detail on each committee follows the table.

AUDIT COMMITTEE

The Audit Committee currently consists of the eight Independent Directors. Mr. Leupp serves as the chairman of the Audit Committee. The Audit Committee has a written charter that is reviewed annually and was last amended in April 2023. In addition to the work of the Audit Committee, the chairman has regular and recurring conversations with Ms. Stanfield, Aimco’s Chief Financial Officer (“CFO”), Ms. Johnson, Aimco’s Chief Administrative Officer (“CAO”), the head of Aimco’s internal audit function, and representatives of Ernst & Young LLP. The Audit Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary.

The Audit Committee’s responsibilities are set forth in the following chart.

The Audit Committee held eight meetings during the year ended December 31, 2022. As set forth in the Audit Committee’s charter, no director may serve as a member of the Audit Committee if such director serves on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. No member of the Audit Committee serves on the audit committee of more than two other public companies.

AUDIT COMMITTEE FINANCIAL EXPERT

The Board has designated Mr. Leupp as an “audit committee financial expert.” In addition, all of the members of the Audit Committee qualify as audit committee financial experts. Each member of the Audit Committee is independent, as that term is defined by Section 303A of the listing standards of the New York Stock Exchange (“NYSE”) relating to audit committees.

COMPENSATION AND HUMAN RESOURCES COMMITTEE

The Compensation and Human Resources Committee currently consists of the eight Independent Directors. Mr. Sykes serves as the chairman of the Compensation and Human Resources Committee. The chairman meets regularly with Ms. Johnson, Aimco’s CAO. The Chairman also has regular conversations with the Compensation and Human Resources Committee’s independent compensation consultant, Willis Towers Watson, and outside counsel with expertise in executive compensation and compensation governance related matters. The Compensation and Human Resources Committee has a written charter that is reviewed annually and was last amended in April 2023. The Compensation and Human Resources Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary.

The Compensation and Human Resources Committee’s responsibilities are set forth in the following charts.

One of the most important responsibilities of the Compensation and Human Resources Committee is to ensure a succession plan is in place for key members of the Company’s executive management team, including the CEO. Based on the work of the Compensation and Human Resources Committee, the Board has a succession plan for the CEO position, is prepared to act in the event of a CEO vacancy in the short term, and has identified candidates for succession over the long term. The Board will select the successor taking into consideration the needs of the organization, the business environment, and each candidate’s skills, experience, expertise, leadership, and fit. The Company maintains a robust succession planning process, as highlighted in the following chart.

The Compensation and Human Resources Committee held five meetings during the year ended December 31, 2022.

NOMINATING, ENVIRONMENTAL, SOCIAL, AND GOVERNANCE COMMITTEE

The Nominating, Environmental, Social, and Governance Committee currently consists of the eight Independent Directors. Mr. Allen serves as the chairman of the Nominating, Environmental, Social, and Governance Committee. The Nominating, Environmental, Social, and Governance Committee has a written charter that is reviewed annually and was last amended in April 2023. The Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary.

The Nominating, Environmental, Social, and Governance Committee’s responsibilities are set forth in the following chart.

The Nominating, Environmental, Social, and Governance Committee held four meetings during the year ended December 31, 2022.

INVESTMENT COMMITTEE

The Investment Committee currently consists of the Independent Directors. Ms. Gibson serves as the chairman of the Investment Committee. The Investment Committee’s purpose is to provide oversight and guidance to the Company’s management regarding investment decisions. The Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. The Investment Committee held five meetings during the year ended December 31, 2022.

AIMCO-AIR TRANSACTIONS COMMITTEE

The Aimco-AIR Transactions Committee consisted of Ms. Gibson, Mr. Leupp, and Ms. Smith. Ms. Gibson served as the chairman of the Aimco-AIR Transactions Committee until it was disbanded on February 1, 2023. The purposes of the Aimco-AIR Transactions Committee were to ensure transactions between Aimco and AIR are on an arms-length basis and on commercially reasonable terms. The Aimco-AIR Transactions Committee met regularly with members of Aimco’s senior leadership. Due to reduced transaction activity with AIR, the responsibilities of the Aimco-AIR Transactions Committee were moved to the Investment Committee effective February 1, 2023, and the Aimco-AIR Transactions Committee was dissolved accordingly.

The following table sets forth the number of meetings held by the Board and each committee during the year ended December 31, 2022.

THE GOVERNANCE OF OUR BOARD

This chart provides a summary overview of Aimco’s governance practices, each of which is described in more detail in the information that follows.

CODE OF ETHICS

The Board has adopted a code of ethics entitled “Code of Business Conduct and Ethics” that applies to the members of the Board, all of Aimco’s executive officers and all teammates of Aimco or its subsidiaries, including Aimco’s principal executive officer, principal financial officer, and principal accounting officer. The Code of Business Conduct and Ethics is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. If, in the future, Aimco amends, modifies, or waives a provision in the Code of Business Conduct and Ethics, rather than filing a Current Report on Form 8-K, Aimco intends to satisfy any applicable disclosure requirement under Item 5.05 of Form 8-K by posting such information on Aimco’s website (www.aimco.com), as necessary.

CORPORATE GOVERNANCE GUIDELINES AND DIRECTOR STOCK OWNERSHIP

The Board has adopted and approved Corporate Governance Guidelines. These guidelines, which were last updated in April 2023, are available on Aimco’s website (www.aimco.com) and are also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. In general, the Corporate Governance Guidelines address director qualification standards, director responsibilities, the role of the Chairman of the Board or Lead Independent Director, as applicable, director access to management and independent advisors, director compensation, director orientation and continuing education, the role of the Board in planning management succession, equity ownership guidelines and retention requirements, and an annual performance evaluation of the Board.

With respect to equity ownership guidelines for the Independent Directors, the Corporate Governance Guidelines provide that by the completion of five years of service from the date of the Spinoff or from joining the Board, whichever is later, an Independent Director is expected to own shares or OP units (as defined below) having a value of at least five times the annual cash retainer for independent directors. Due to the Spinoff and recent board refreshment, the Independent Directors are not yet required to have holdings in this amount. All of the Independent Directors except for Ms. Rexroad and Mr. Sullivan, who joined the Board within the past eight months, have holdings in excess of this amount as of the date of this filing.

CORPORATE RESPONSIBILITY

At Aimco, corporate responsibility is an important part of our business. As with all other aspects of our business, our corporate responsibility program focuses on continuous improvement, to the benefit of our stockholders, our residents, our teammates, our communities, and the environment. We actively discuss these matters with our stockholders and solicit their feedback on our program.

The graphics at the beginning of this Proxy Statement describe some of the highlights of our corporate responsibility program. For more information on Aimco’s corporate responsibility program, please refer to Aimco’s most recent Corporate Responsibility Report, which is available on Aimco’s website (www.aimco.com).

INDEPENDENCE OF DIRECTORS

The Board has determined that to be considered independent, a director may not have a direct or indirect material relationship with Aimco or its subsidiaries (directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). A material relationship is one that impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of Aimco and its stockholders. In determining whether a material relationship exists, the Board considers all relevant facts and circumstances, including whether the director or a family member is a current or former employee of the Company, family member relationships, compensation, business relationships and payments, and charitable contributions between Aimco and an entity with which a director is affiliated (as an executive

officer, partner or substantial stockholder). The Board consults with the Company’s counsel to ensure that such determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent director,” including but not limited to those categorical standards set forth in Section 303A.02 of the listing standards of the NYSE.

Consistent with these considerations, the Board has affirmatively determined the independence of all of the Independent Directors.

COMMUNICATING WITH THE BOARD OF DIRECTORS

The Company regularly engages with stockholders holding at least two-thirds of our outstanding shares. In 2022-2023, we engaged with stockholders representing more than 80% of our outstanding shares. We have always made our Board members available for engagement discussions.

Any interested parties desiring to communicate with the Board, Aimco’s Chairman of the Board, any of the other Independent Directors, any committee chairman, or any committee member may directly contact such persons by directing such communications in care of Aimco’s Corporate Secretary. All communications received as set forth in the preceding sentence will be opened by the office of Aimco’s General Counsel for the sole purpose of determining whether the contents represent a message to Aimco’s directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the General Counsel’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

To contact Aimco’s Corporate Secretary, correspondence should be addressed as follows:

Corporate Secretary

Office of the General Counsel

Apartment Investment and Management Company

4582 South Ulster Street, Suite 1450

Denver, Colorado 80237

DIRECTOR COMPENSATION

In formulating its recommendation for director compensation, the Nominating, Environmental, Social, and Governance Committee reviews director compensation for independent directors of companies in the real estate industry and companies of comparable market capitalization, revenue, and assets and considers compensation trends for other NYSE-listed companies. The Nominating, Environmental, Social, and Governance Committee also considers the size of the Board as compared to other boards, the participation of each independent director on committees, and the resulting workload on the directors. In addition, the Nominating, Environmental, Social, and Governance Committee considers the overall cost of the Board to the Company and the cost per director.

2022 COMPENSATION

For 2022, based on the advice of Aimco’s independent compensation consultant, Willis Towers Watson, with such advice based on a review of director compensation for Aimco’s identified peer group, compensation for the Independent Directors included an annual fee of $170,000, payable up to 50% in the form of a cash retainer