APARTMENT INVESTMENT AND MANAGEMENT COMPANY Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
i.
Effective as of immediately following the Company's 2023 Annual Meeting, the threshold for stockholders to call a special meeting will be 15% of the voting power of all shares entitled to vote on the matters to be brought before such meeting.
ii.
As of immediately following the Company's 2023 Annual Meeting, stockholders may change the size of the Board by the vote of a majority of all shares then entitled to vote generally in an election of directors, provided that the size of the Board shall not be less than three (3) directors.
iii.
Effective as of immediately prior to the 2023 Annual Meeting, the Company shall be prohibited from electing to be subject to Section 3-803, Section 3-804(a)-(c) and Section 3-805 of the Maryland General Corporation Law (which are commonly referred to as the Maryland Unsolicited Takeover Act or "MUTA") and such prohibition may not be repealed unless first approved by the Company's stockholders by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.
iv.
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.
v.
The window for notices of proxy access nominations in connection with the
Company's 2023 Annual Meeting is
i.
Effective as of immediately after the Company's 2023 Annual Meeting, directors may be removed, with or without cause, at a special meeting of the Company's stockholders called for such purpose, by the affirmative vote of a majority of shares then entitled to vote generally in an election of directors.
ii.
Effective as of immediately after the Company's 2023 Annual Meeting, a vacancy on the Board resulting from removal of a director by stockholders or an increase in the size of the Board by stockholders may be filled, substantially concurrently with the action that created such vacancy, by the affirmative vote of a majority of stockholders then entitled to vote generally in an election of directors. If stockholders fail to, or are unable to, fill such vacancy then the Board may fill such vacancy in accordance with the Bylaws.
iii.
Effective as of immediately after the Company's 2023 Annual Meeting, the Company's stockholders may amend the Bylaws, at an annual or special meeting called for such purpose, by the affirmative vote of a majority of shares then entitled to vote generally in an election of directors. The foregoing description is only a summary of the Amendments and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.
Item 5.08 Shareholder Director Nominations
The Board has established
--------------------------------------------------------------------------------
To be considered for inclusion in this year's proxy materials for the Annual
Meeting pursuant to Rule 14a-8 under the Exchange Act, stockholders who intend
to present proposals for action at the Annual Meeting must ensure that such
proposals are received by the Company's Secretary at
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
After the actions above,
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this report: Exhibit No. Description
3.1 Amended & Restated Bylaws of the Company datedApril 26, 2023 99.1 Press Release datedApril 27, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source
