ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 7, 2021, in connection with their election to the Board of Directors of Apartment Income REIT Corp. ("AIR"), as described in Item 5.07 hereof, the Board of Directors of AIR-GP, Inc., the general partner of Apartment Income REIT, L.P. ("AIR OP") elected Thomas N. Bohjalian, Kristin Finney-Cooke, and Margarita Paláu-Hernández as new directors, effective December 7, 2021. There are no arrangements or understandings between any of Mr. Bohjalian or Mses. Finney-Cooke or Paláu-Hernández and any other person pursuant to which any of them were elected as a director. Except for any independent director compensation to be awarded to Mr. Bohjalian or Mses. Finney-Cooke or Paláu-Hernández consistent with that provided to other independent directors, there have not been any transactions, nor are there any currently proposed transactions, in which AIR or AIR OP or any of its subsidiaries was or is to be a participant and in which Mr. Bohjalian or Mses. Finney-Cooke or Paláu-Hernández had, or will have, a direct or indirect material interest.

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

Submission of Matters to a Vote of Security Holders

AIR held its 2021 Annual Meeting of Stockholders on December 7, 2021. Thomas L. Keltner, AIR's Chairman of the Board, presided. AIR's stockholders considered four proposals, each of which is described in more detail in AIR's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on October 27, 2021. On the record date of October 20, 2021, there were 156,985,422 shares of AIR's Common Stock issued and outstanding and eligible to vote. The final voting results are reported below.

Proposal 1: Election of three Class I directors to serve for a one-year term until AIR's 2022 annual meeting of stockholders. AIR's stockholders elected each of the three nominees for director, and the voting results are set forth below:



                                For        Against    Abstentions   Broker Non-Votes

Thomas N. Bohjalian 132,619,429 1,883,165 48,259 4,358,380 Kristin Finney-Cooke 132,616,969 1,883,863 50,021 4,358,380 Margarita Paláu-Hernández 126,783,247 7,717,594 50,012 4,358,380

Proposal 2: The selection of Deloitte & Touche LLP as AIR's independent registered public accounting firm for the year ending December 31, 2021, was ratified as follows:



    For        Against    Abstentions   Broker Non-Votes
137,384,269   1,410,245     114,719            -

Proposal 3: Advisory vote to approve the compensation of executive officers disclosed in AIR's proxy statement. AIR's stockholders gave advisory approval of the executive compensation program, and the voting results are set forth below:

For Against Abstentions Broker Non-Votes 130,453,933 4,010,243 86,677 4,358,380

Proposal 4: Advisory vote to approve the frequency of future advisory votes on compensation of executive officers disclosed in AIR's proxy statement. AIR's stockholders gave advisory approval of an annual advisory vote on the executive compensation program, and the voting results are set forth below:

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 131,289,162 16,932 3,163,254 81,505 4,358,380

Accordingly, AIR's Board of Directors has determined that advisory votes on executive compensation will take place annually.

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