Apartment Investment & Management Co

This proposal requests a non-binding, advisory approval of the compensation awarded to the Company’s named executive officers as disclosed in the Proxy Statement. Management frames this as an endorsement of the company’s overall pay program, which it describes as pay-for-performance with a mix of base salary, short-term incentive (STI) tied to corporate KPIs, and long-term incentive (LTI) awards (two-thirds of which are performance-based and tied to relative TSR). Management seeks stockholder support to confirm that its compensation framework aligns executives’ interests with those of stockholders, to support retention during execution of strategic initiatives (including the Plan of Sale and Liquidation), and to maintain stability during any transactional period. The Board’s recommendation for a “FOR” vote is grounded in the Compensation and Human Resources Committee’s review, benchmarking to a peer group, engagement with major stockholders, and the program’s governance features—such as double-trigger change-in-control vesting, clawback policy, caps on payouts, and stock ownership guidelines (recently adjusted due to liquidation). The company reports strong 2025 operational outcomes (significant asset sales, debt reduction, and substantial special dividends) and argues these results demonstrate alignment between pay and performance. The advisory vote is non-binding, but management states it will consider the outcome and, if significant negative feedback occurs, will evaluate changes. For sophisticated investors assessing the merits, key points include the degree to which STI metrics (capital allocation, portfolio & financial management, construction/lease-up, and human capital) and TSR-based LTI align with long-term value creation, the use of relative TSR and absolute TSR safeguards (e.g., no upside if absolute TSR is negative), and the special arrangements (e.g., Powell Letter Agreement and retention/bonus prepayments) implemented to secure leadership through the Plan of Sale and Liquidation. Investors should weigh the program’s strong governance features and recent performance against concentrated retention payments and whether those payments are appropriately calibrated to protect stockholder value during a liquidation process.

This item is a standard catch-all resolution included in proxy notices to permit the proxies named on the card to vote on any additional matters that may properly arise during the meeting that are not specifically described in the proxy materials. It does not request approval of a particular substantive action and typically covers procedural matters or unforeseen business that may be timely presented at the meeting. The Board recommends a vote “FOR” to ensure valid proxies can be exercised on such matters in accordance with the Board’s judgment and to facilitate orderly conduct of the meeting. For an analyst, the key governance consideration is that such authority is routine and narrow: proxies are expected to exercise discretion only on matters properly presented and not to be used to effect material changes without stockholder notice. Stockholders concerned about potential substantive actions should note that material proposals are generally disclosed in advance; any truly material transaction presented without prior disclosure would be subject to scrutiny and likely require later stockholder approval where legally required. The presence of this item does not in itself indicate that the Company anticipates specific additional actions; rather, it is a procedural measure to ensure the meeting can transact business if necessary.