UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 7, 2022
APARTMENT INCOME REIT CORP.
APARTMENT INCOME REIT, L.P.
(Exact name of registrant as specified in its charter)
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Maryland (Apartment Income REIT Corp.) | | 001-39686 | | 84-1299717 |
Delaware (Apartment Income REIT, L.P.) | | 000-24497 | | 84-1275621 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of incorporation or organization) | | File Number) | | Identification No.) |
4582 SOUTH ULSTER STREET
SUITE 1700, DENVER, CO 80237
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 757-8101
NOT APPLICABLE
(Former name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock (Apartment Income REIT Corp.) | AIRC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
Submission of Matters to a Vote of Security Holders
Apartment Income REIT Corp. (“AIR”) held its 2022 Annual Meeting of Stockholders on December 7, 2022. 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, 2022. On the record date of October 20, 2022, there were 151,388,648 shares of AIR’s Common Stock issued and outstanding and eligible to vote. The final voting results are reported below.
Proposal 1: Election of nine directors to serve for a one-year term until AIR’s 2023 annual meeting of stockholders. AIR’s stockholders elected each of the nine nominees for director, and the voting results are set forth below:
| | | | | | | | |
| | For | | Against | | Abstentions | | Broker Non-Votes |
Terry Considine | | 128,916,181 | | 1,315,480 | | 39,107 | | 3,837,251 |
Kristin Finney-Cooke | | 127,389,635 | | 2,842,325 | | 38,808 | | 3,837,251 |
John D. Rayis | | 127,192,205 | | 3,036,755 | | 41,808 | | 3,837,251 |
Thomas L. Keltner | | 124,206,144 | | 6,027,944 | | 36,680 | | 3,837,251 |
Devin I. Murphy | | 127,172,707 | | 3,061,154 | | 36,907 | | 3,837,251 |
Ann Sperling | | 127,129,753 | | 3,106,463 | | 34,552 | | 3,837,251 |
Thomas N. Bohjalian | | 127,390,633 | | 2,830,215 | | 49,920 | | 3,837,251 |
Margarita Paláu-Hernández | | 127,248,801 | | 2,981,914 | | 40,053 | | 3,837,251 |
Nina A. Tran | | 127,360,822 | | 2,874,946 | | 35,000 | | 3,837,251 |
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 |
114,868,596 | | 19,150,986 | | 88,437 | | – |
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 |
127,810,313 | | 2,351,113 | | 109,342 | | 3,837,251 |
Proposal 4: Approval of the Apartment Income REIT Corp. Amended and Restated 2020 Stock Award and Incentive Plan. AIR’s stockholders approved the plan, and the voting results are set forth below:
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For | | Against | | Abstentions | | Broker Non-Votes |
125,262,349 | | 4,914,683 | | 93,736 | | 3,837,251 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Dated: December 8, 2022 | |
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| | APARTMENT INCOME REIT CORP. |
| | | |
| | | /s/ Paul Beldin |
| | | Paul Beldin |
| | | Executive Vice President and Chief Financial Officer |
| | | |
| | APARTMENT INCOME REIT, L.P. |
| | By: AIR-GP, Inc., its General Partner |
| | | /s/ Paul Beldin |
| | | Paul Beldin |
| | | Executive Vice President and Chief Financial Officer |
