4582 SOUTH ULSTER STREET, SUITE 1100

DENVER, COLORADO 80237

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 1, 2018

You are cordially invited to attend the 2018 Annual Meeting of Stockholders (the “Meeting”) of APARTMENT INVESTMENT AND MANAGEMENT COMPANY (“Aimco” or the “Company”) to be held on Tuesday, May 1, 2018, at 8:30 a.m. at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1100, Denver, CO 80237, for the following purposes:

1. To elect eight directors, for a term of one year each, until the next Annual Meeting of Stockholders and until their successors are elected and qualify;

2. To 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, 2018;

3. To conduct an advisory vote on executive compensation;

4. To approve the Apartment Investment and Management Company Second Amended and Restated 2015 Stock Award and Incentive Plan;

5. To approve an amendment to the charter to permit the Board of Directors to grant waivers of the look-through ownership limit up to 20%; and

6. To transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

Only stockholders of record at the close of business on February 20, 2018, will be entitled to notice of, and to vote at, the 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 Meeting.

On or about March 16, 2018, we intend to mail our stockholders a notice containing instructions on how to access our 2018 proxy statement (the “Proxy Statement”), Annual Report on Form 10-K for the year ended December 31, 2017, and 2017 Corporate Responsibility 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 MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR SHARES ARE REPRESENTED.

March 8, 2018

Important Notice Regarding the Availability of Proxy Materials for

Aimco’s Annual Meeting of Stockholders to be held on May 1, 2018.

This Proxy Statement, Aimco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and 2017 Corporate Responsibility Report are available free of charge at the following website: www.edocumentview.com/aiv.

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REDEVELOPMENT Invested $158M, leading to NAV creation of >$55M PORTFOLIO QUALITY increasing; average revenue per apartment home 7% to $2,123 BALANCE SHEET $1.8B unencumbered pool; abundant liquidity, with > $500M available on revolving credit facility AFFO 8% to $2.12

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OUR RESPONSES TO STOCKHOLDER INPUT ESG Disclosure in 2018 Matrix of Director Qualifications and Expertise in 2017 More Detailed Management Succession Disclosure in 2017 More Graphics in 2016, 2017 & 2018 Proxy Access in 2016 LTI Program Overhaul in 2015 Double Trigger Change in Control Provisions in 2015 Clawback Policy in 2015 Commitment to not Provide Future Excise Tax Gross-Ups in 2015

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Commitment to COMMUNITY		IN 2017:
Team members turn their passion for community service into action through Aimco Cares, which gives team members 15 paid hours each year to apply to volunteer activity of their choice

5,964 hours volunteered by team members through Aimco Cares 150 Nonprofits served through volunteerism and donations 137 Aimco Cares volunteer events $530,000 Raised through Aimco Cares Charity Golf Classic benefitting patriotic causes and providing scholarships for students in affordable housing

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ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS
COMMITMENT TO CONSERVATION
$4.5M invested in ENERGY CONSERVATION in 2017
Nearly 80% of same store communities incorporate LED Lighting in common areas; Goal is 100% by 2020

8,840,044 Therms of natural gas conserved 796,233,615 Gallons of water saved through efficiency 189,866,952 kWh of electricity saved through efficient fixtures 157,697 Metric tons of greenhouse gas emissions eliminated

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Table of Contents

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 SOUTH ULSTER STREET, SUITE 1100

DENVER, COLORADO 80237

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 1, 2018

The Board of Directors (the “Board”) of Apartment Investment and Management Company (“Aimco” or the “Company”) has made these proxy materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials to you by mail. We are furnishing this Proxy Statement in connection with the solicitation by our Board of proxies to be voted at our 2018 Annual Meeting (the “Meeting”), and at any and all adjournments or postponements thereof. The Meeting will be held on Tuesday, May 1, 2018, at 8:30 a.m. at Aimco’s corporate headquarters located at 4582 South Ulster Street, Suite 1100, Denver, Colorado 80237.

Pursuant to rules adopted by the SEC, we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote at the Meeting. The mailing of such Notice is scheduled to begin on or about March 16, 2018. All stockholders will have the ability to access the proxy materials over the Internet and request a printed copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, the Notice includes instructions on how stockholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis.

This solicitation is made by mail on behalf of Aimco’s Board. Costs of the solicitation will be borne by Aimco. Further solicitation of proxies may be made by telephone, fax or personal interview by the directors, officers and employees of the Company and its affiliates, who will not receive additional compensation for the solicitation. The Company has retained the services of Alliance Advisors LLC, for an estimated fee of $10,000, plus out-of-pocket expenses, to assist in the solicitation of proxies from brokerage houses, banks, and other custodians or nominees holding stock in their names for others. The Company will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy material to stockholders.

Holders of record of the Class A Common Stock of the Company (“Common Stock”) as of the close of business on the record date, February 20, 2018 (the “Record Date”), are entitled to receive notice of, and to vote at, the Meeting. Each share of Common Stock entitles the holder to one vote. At the close of business on the Record Date, there were 157,330,262 shares of Common Stock issued and outstanding.

Whether you are a “stockholder of record” or hold your shares through a broker or nominee (i.e., in “street name”) you may direct your vote without attending the Meeting in person.

If you are a stockholder of record, you may vote via the Internet by following the instructions in the Notice. If you request printed copies of the proxy materials by mail, you may also vote by signing your proxy card and returning it by mail or by submitting your vote by telephone. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.

If you are the beneficial owner of shares held in street name, you may be eligible to vote your shares electronically over the Internet or by telephone by following the instructions in the Notice. If you request printed copies of the proxy materials by mail, you may also vote by signing the voter instruction card provided by your bank or broker and returning it by mail. If you provide specific voting instructions by mail, telephone or the Internet, your shares will be voted by your broker or nominee as you have directed.

The persons named as proxies are officers of Aimco. All proxies properly submitted in time to be counted at the Meeting will be voted in accordance with the instructions contained therein. If you submit your proxy without voting instructions, your shares will be voted in accordance with the recommendations of the Board. Proxies may be revoked at any time before voting by filing a notice of revocation with the Corporate Secretary of the Company, by filing a later dated proxy with the Corporate Secretary of the Company or by voting in person at the Meeting.

You are entitled to attend the Meeting only if you were an Aimco stockholder or joint holder as of the Record Date or if you hold a valid proxy for the Meeting. If you are not a stockholder of record but hold shares in street name, you should provide proof of

beneficial ownership as of the Record Date, such as your most recent account statement prior to February 20, 2018, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.

Brokers holding shares of record for customers generally are not entitled to vote on certain matters unless they receive voting instructions from their customers. If you are a beneficial owner of shares and do not provide your broker, as stockholder of record, with voting instructions, your broker has authority under applicable stock market rules to vote those shares for or against “routine” matters at its discretion. At the Meeting, the following matters are not considered routine: the election of directors, the advisory vote on executive compensation, the approval of the Aimco Second Amended and Restated 2015 Stock Award and Incentive Plan, and the approval of an amendment to the charter. Where a matter is not considered routine, shares held by your broker will not be voted (a “broker non-vote”) absent specific instructions from you, which means your shares may go unvoted on those matters and not affect the outcome if you do not specify a vote.

The principal executive offices of the Company are located at 4582 South Ulster Street, Suite 1100, Denver, Colorado 80237.

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PROPOSAL 1:

ELECTION OF DIRECTORS

Pursuant to Aimco’s Articles of Restatement (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”), directors are elected at each annual meeting of stockholders and hold office for one year, and until their successors are duly elected and qualify. Aimco’s Bylaws currently authorize a Board consisting of not fewer than three nor more than nine persons. The Board currently consists of seven directors and will be expanded to consist of eight directors if Ms. Sperling is elected.

The nominees for election to the Board selected by the Nominating and Corporate Governance Committee of the Board and proposed by the Board to be voted upon at the Meeting are:

Messrs. Considine, Keltner, Martin, Miller, and Stein and Mses. Nelson and Tran were elected to the Board at the last Annual Meeting of Stockholders. Messrs. Keltner, Martin, Miller, and Stein and Mses. Nelson, Sperling, and Tran are not employed by, or affiliated with, Aimco, other than by virtue of serving as directors of Aimco. Unless authority to vote for the election of directors has been specifically withheld, the persons named in the accompanying proxy intend to vote for the election of Messrs. Considine, Keltner, Martin, Miller, and Stein and Mses. Nelson, Sperling, and Tran to hold office as directors for a term of one year until their successors are elected and qualify at the next Annual Meeting of Stockholders. All nominees have advised the Board that they are able and willing to serve as directors.

If any nominee becomes unavailable for any reason (which is not anticipated), the shares represented by the proxies 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 eight 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 Nominating and Corporate Governance Committee of the Board for consideration. The Nominating and Corporate 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 and Corporate 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 eight nominees named above as directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE EIGHT NOMINEES.

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PROPOSAL 2:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Ernst & Young LLP, the Company’s independent registered public accounting firm for the year ended December 31, 2017, was selected by the Audit Committee to act in the same capacity for the year ending December 31, 2018, subject to ratification by Aimco’s stockholders. The aggregate fees billed for services rendered by Ernst & Young LLP during the years ended December 31, 2017 and 2016, are described below under the heading “Principal Accountant Fees and Services.”

In selecting and overseeing the Company’s independent auditor, the Audit Committee considers, among other things:

Based on this evaluation, the Audit Committee believes that Ernst & Young LLP is independent and that it is in the best interests of Aimco and our stockholders to retain Ernst & Young LLP to serve as our independent auditor for 2018.

Representatives of Ernst & Young LLP, including the new lead engagement partner, will be present at the Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions. The prior lead engagement partner rotated off the engagement with Company after having served in such role for the previous three years.

The affirmative vote of a majority of the votes cast regarding the proposal is required to ratify the selection of Ernst & Young LLP. Abstentions or broker non-votes will not be counted as votes cast and will have no effect on the result of the vote on the proposal. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted “for” the proposal to ratify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION

OF THE SELECTION OF ERNST & YOUNG LLP.

PROPOSAL 3:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. Since the 2011 annual meeting of stockholders, the Board has asked stockholders for an annual advisory vote on executive compensation.

At Aimco’s 2017 Annual Meeting of Stockholders, approximately 98% of the votes cast in the advisory vote on executive compensation that were present and entitled to vote on the matter were in favor of the compensation of Aimco’s NEOs (also commonly referred to as “Say on Pay”) as disclosed in Aimco’s 2017 proxy statement. The Compensation and Human Resources Committee (the “Committee”) and management were pleased with these results and remain committed to extensive engagement with stockholders as part of their ongoing efforts to formulate and implement an executive compensation program designed to align the long-term interests of our executive officers with our stockholders. Additionally, as required every six years, at Aimco’s 2017 Annual Meeting of Stockholders, our stockholders had the opportunity to provide an advisory vote on the frequency of future Say on Pay votes and our stockholders approved, following the recommendation of our Board, an annual Say on Pay vote.

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In 2017 and early 2018, we engaged with stockholders representing nearly two-thirds of our outstanding shares of Common Stock as of September 30, 2017, as part of our annual process of soliciting feedback on Aimco’s executive compensation program. The Company has continued to receive broad support from stockholders on the structure of its executive compensation program, the program’s alignment of pay and performance, and the quantum of compensation delivered under the program as described in detail under the heading “Compensation Discussion & Analysis—Stockholder Engagement Regarding Executive Compensation.”

As described in detail under the heading “Compensation Discussion & Analysis,” we seek to align closely the interests of our NEOs with the interests of our stockholders. Our compensation program is designed to reward our NEOs for the achievement of short-term and long-term strategic and operational goals and the achievement of total shareholder return (“TSR”) greater than peers, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

Here are further details of the Aimco program:

Here is how the Aimco program was applied in 2017:

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The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

The vote is advisory, which means that the vote is not binding on the Company, our Board or the Committee. However, as described above, we take seriously the views of our stockholders, and to the extent there is any significant vote against our executive compensation as disclosed in this proxy statement, the Committee will evaluate whether any actions are necessary to address the concerns of stockholders.

To be approved at the Meeting, Proposal 3 must receive the affirmative vote of a majority of the total votes cast at the Annual Meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of the vote.

We are asking the Company’s stockholders to approve, on an advisory basis, the following resolution: RESOLVED, that the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion & Analysis, the 2017 Summary Compensation Table and the other related tables and disclosure, is hereby APPROVED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS,

AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL 4:

APPROVAL OF THE SECOND AMENDED AND RESTATED

2015 STOCK AWARD AND INCENTIVE PLAN

We are asking our stockholders to vote for a proposal to approve the Company’s Second Amended and Restated 2015 Stock Award and Incentive Plan (the “Second Amended and Restated Plan”).

Background

On February 25, 2015, the Company’s Board of Directors (the “Board”) approved and adopted the Company’s 2015 Stock Award and Incentive Plan (the “Plan”), which became effective on April 28, 2015, the date on which the Company’s stockholders approved the Plan. On January 31, 2017, the Board approved and adopted an amendment and restatement of the Plan, effective as of January 31, 2017 (the “Amended and Restated Plan”), in order to provide for the issuance of partnership units designated as “LTIP units” of AIMCO Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), under the Plan.

On February 22, 2018, subject to approval of the Company’s stockholders, the Board approved and adopted the Second Amended and Restated Plan, which makes the following key amendments to the existing Amended and Restated Plan:

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The Second Amended and Restated Plan will become effective on the date on which it is approved by the Company’s stockholders. Unless the Company’s stockholders approve the Second Amended and Restated Plan, we will continue to grant awards under the terms of the Amended and Restated Plan using the shares available for issuance thereunder. If the Second Amended and Restated Plan is not approved by the Company’s stockholders, the Second Amended and Restated Plan will not become effective, the Amended and Restated Plan will remain in in effect, and we may continue to grant awards pursuant to the terms of the Amended and Restated Plan. However, due to the limited number of shares remaining under the Amended and Restated Plan, our ability to provide equity incentives to employees will be restricted. The Company’s stockholders are also being asked to approve the Second Amended and Restated Plan to meet the stockholder approval requirements of the NYSE.

Equity Plan Share Reservation

In 2015, the Board adopted and the Company’s stockholders approved the Plan under which a maximum of 1,500,000 shares of our Common Stock were available for issuance thereunder, as may be increased by additional shares to the extent of any forfeiture of awards outstanding under the Company’s 2007 Stock Award and Incentive Plan (the “Predecessor Plan”) up to a maximum of 502,840 shares. As of February 16, 2018, there were 157,330,262 shares of Common Stock outstanding, an aggregate of 2,038,224 (assuming achievement of performance-based awards at the maximum level) shares were subject to outstanding awards under the Amended and Restated Plan, and one share remained available for issuance under the Amended and Restated Plan. We are asking shareholders to approve an increase in the maximum number of authorized shares. Specifically, the Board is requesting that the Company’s stockholders approve increasing the authorization by 5,000,000 shares. These 5,000,000 shares represent 3.2% of our outstanding shares of Common Stock as of February 16, 2018.

On January 30, 2018, the Compensation and Human Resources Committee (the “Committee”) of the Board approved an annual grant of restricted stock and LTIP units for fiscal year 2018 under the Amended and Restated Plan covering an aggregate of 701,201 shares (assuming achievement of performance-based awards at the maximum level) to executive officers and 19,200 shares to non-employee directors. These grants included a grant of performance-based LTIP units covering 146,178 shares at target (292,356 shares assuming achievement at the maximum level of performance) to Terry Considine, our Chairman of the Board and President and Chief Executive Officer (the “Contingent Grant”), which is subject to and contingent upon the approval of the Second Amended and Restated Plan by the Company’s stockholders. If the Company’s stockholders do not approve the Second Amended and Restated Plan, the Contingent Grant will be automatically cancelled and be of no further force or effect.

The Board recommends that the Company’s stockholders approve the Second Amended and Restated Plan because it believes the Company’s continued ability to grant equity-based awards is important to enhancing stockholder value. If the Company’s stockholders do not approve the Second Amended and Restated Plan, our ability to provide equity incentives to employees will be restricted which may adversely affect our ability to recruit, retain, and incentivize employees through the issuance of equity awards.

The following table sets forth information regarding historical awards granted and earned from plan inception through February 16, 2018:

* This amount may be increased by additional shares to the extent of any forfeiture of awards outstanding under the Predecessor Plan up to a maximum of 502,840 shares as of February 16, 2018.

** The Amended and Restated Plan provides that up to 2,400,000 shares may be added back to the share reserve as a result of forfeitures under the Predecessor Plan as of February 25, 2015.

*** This amount assumes achievement at maximum level of performance.

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Background of Equity Compensation at Aimco

Aimco grants equity awards to fewer than 1% of our employees annually. In 2017, we granted equity awards covering 587,115 shares (assuming achievement of performance-based awards at the maximum level) under the Amended and Restated Plan, of which 569,115 shares (assuming achievement of performance-based awards at the maximum level), or 97%, were granted to executive officers, and 18,000 shares, or 3%, were granted to our non-employee directors. As of February 16, 2018, approximately 51 officers, six non-employee directors, and 1,297 non-officer employees were eligible to participate in the Amended and Restated Plan.

In 2017, the Company granted a mix of restricted stock, stock options and LTIP units to our employees and non-employee directors. On January 30, 2018, the Committee approved an annual grant of restricted stock, stock options and LTIP units for fiscal year 2018 under the Amended and Restated Plan covering an aggregate of 701,201 shares (assuming achievement of performance-based awards at the maximum level) to executive officers and 19,200 shares to non-employee directors. These grants included the Contingent Grant to Mr. Considine that is subject to and contingent upon the approval of the Second Amended and Restated Plan by the Company’s stockholders. The Committee determined to make the Contingent Grant to Mr. Considine as part of his 2018 LTI compensation and considered that the share reserve under the Amended and Restated Plan had been nearly exhausted at the time of grant. If the Company’s stockholders do not approve the Second Amended and Restated Plan, the Contingent Grant will be automatically cancelled and be of no further force or effect. In the event of any such cancellation, the Committee will undertake to provide Mr. Considine with substantially similar cash compensation which may not have the same effect of aligning Mr. Considine’s interests with those of other shareholders as if he had received equity-based compensation. Equity-based compensation helps align the interests of Aimco’s officers and other employees with the interests of Aimco’s stockholders by linking the value of equity-based compensation with the performance of our Common Stock.

Equity Compensation Plan Key Metrics

As noted above, the potential dilution from the 5,000,000 share increase requested to be approved by the Company’s stockholders is 3.2%, based on the total common shares outstanding as of February 16, 2018. Since the Amended and Restated Plan was originally put into effect in 2015, the average annual dilution was 0.41%. The amount of annual dilution is equal to (i) (A) the total number of shares subject to equity awards granted during the year, less (B) the number of shares subject to awards that were cancelled during the year, divided by (ii) the total shares outstanding at the end of the year. We manage our long-term dilution by limiting the number of shares subject to equity awards that we grant annually, commonly referred to as burn rate. Burn rate is another measure of dilution that shows how rapidly a company is depleting its shares reserved for equity compensation plans, and differs from annual dilution because it does not take into account cancellations. The amount of annual burn rate is equal to (i) the total number of shares subject to equity awards granted during the year, divided by (ii) the total common shares outstanding at the end of the year. Since the Amended and Restated Plan was originally put into effect in 2015, our annual burn rate has averaged 0.43%. For this purpose, we are calculating both dilution and burn rate based upon total common shares outstanding at the end of the year, to align more closely with industry practice.

An additional metric that we use to measure the cumulative impact of the Amended and Restated Plan is overhang. The amount of annual overhang is equal to (i) the number of shares subject to equity awards outstanding but not exercised, plus (ii) the number of shares available to be granted, divided by (iii) the total common shares outstanding at the end of the year. Since the Amended and Restated Plan was originally put into effect in 2015, our overhang has averaged 1.85%. If the Second Amended and Restated Plan is approved by the Company’s stockholders, our overhang would increase to 4.5% as of February 16, 2018.

The following table sets forth information regarding the percentage of awards granted to our named executive officers, dilution, burn rate and overhang for awards granted during the last three fiscal years:

In considering the proposed increase in the share reserve under the Second Amended and Restated Plan, the Committee was presented with information on Aimco’s historical dilution, burn rate, and overhang. In light of the Company’s significant institutional shareholder base, the Compensation Committee also considered proxy advisory firm guidelines, including a recommendation from Institutional Shareholder Services regarding the share authorization. The Committee is committed to managing effectively the number of shares reserved for issuance under the Second Amended and Restated Plan, subject to approval of the Company’s stockholders, while minimizing stockholder dilution. Taking into account Aimco’s broad-based equity grant practices and the foregoing information, Aimco believes that the additional share authorization requested is appropriate.

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Key Data Regarding Share Usage Under the Amended and Restated Plan

The following table includes information regarding outstanding equity awards and shares available for future awards under Aimco’s Amended and Restated Plan as of February 16, 2018, assuming achievement of performance-based awards at the maximum level:

Summary of the Second Amended and Restated Plan

The material features of the Second Amended and Restated Plan are described below. The description in this proposal is qualified in its entirety by reference to the full text of the Second Amended and Restated Plan which is set forth in Exhibit A attached hereto.

Purpose and Eligibility

The purpose of the Second Amended and Restated Plan is to reinforce the long-term commitment to the Company’s success of those directors, officers, employees, consultants and advisors of the Company and its subsidiaries who are or will be responsible for such success; to facilitate the ownership of the Company’s stock by such individuals, thereby reinforcing the alignment of their interests with those of the Company’s stockholders; and to assist the Company in attracting and retaining officers and other employees with experience and ability. The Second Amended and Restated Plan provides for the granting of stock options, stock appreciation rights, restricted stock, deferred stock, performance shares, other incentive awards, cash-based awards and LTIP units (collectively referred to in this proxy statement as “awards”).

All of our employees, officers, directors and consultants are eligible to receive awards under the Second Amended and Restated Plan if selected by the Committee.

Administration

The Committee, which will administer the Second Amended and Restated Plan, is comprised solely of independent directors, and all Committee members are both “independent directors,” as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and “non-employee directors,” for purposes of Section 162(m). The Committee has the authority to determine the terms and conditions of awards granted under the Second Amended and Restated Plan, adopt, alter and repeal such administrative rules, guidelines and practices governing the Second Amended and Restated Plan, interpret the terms and provisions of the Second Amended and Restated Plan and any awards issued thereunder (and any agreements relating thereto), correct any defect or supply any omission or reconcile any inconsistency in the Second Amended and Restated Plan, supervise the administration of the Plan, and make all other determinations necessary and/or advisable for the administration of the Second Amended and Restated Plan. The Committee may also authorize loans to participants in connection with the grant of awards, on terms and conditions determined solely by the Committee. However, in order to comply with the Sarbanes-Oxley Act of 2002, Aimco will not provide loans to executive officers. All decisions made by the Committee pursuant to the provisions of the Second Amended and Restated Plan shall be final, conclusive, and binding on all persons.

The Committee may in its sole and absolute discretion delegate to the Chief Financial Officer of the Company or the Secretary of the Company, or both, any or all of the administrative duties and authority of the Committee under the Second Amended and Restated Plan, other than the authority to (a) make grants to employees who are “officers” of the Company within the meaning of Rule 16(a)-1(b) of the Exchange Act or whose total compensation is required to be reported to the Company’s stockholders under the Exchange Act, (b) determine the price, timing or amount of such grants or (c) determine any other matter required by Rule 16b-3 to be determined in the sole and absolute discretion of the Committee. Any such delegation by the Committee will include a limitation as to the amount of our Common Stock underlying awards that may be granted during such period of the delegation and contain guidelines as to the determination of the exercise price and the vesting criteria. The Committee may revoke or amend the terms of a delegation at any time pursuant to the terms of the Second Amended and Restated Plan.

Amendment and Termination; No Repricing; Section 409A; Minimum Vesting

Amendment of the Plan. The Board may amend, alter or discontinue the Second Amended and Restated Plan, but no amendment, alteration, or discontinuation may be made that would impair the rights of a participant under any award previously granted without the participant’s consent. Stockholder approval is required for any amendment that would increase the maximum number of shares

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that may be sold or issued under the Second Amended and Restated Plan or alter the class of employees eligible to participate in the Second Amended and Restated Plan. With respect to any other amendments of the Second Amended and Restated Plan, the Board may in its discretion determine that such amendments will only become effective upon approval by the stockholders of the Company, if the Board determines that such stockholder approval may be advisable, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under federal or state securities law, federal or state tax law or any other laws or for the purposes of satisfying applicable stock exchange listing requirements.

Amendment of Awards; No Repricing. The Committee may amend the terms of any award previously granted, prospectively or retroactively, but no such amendment will impair the rights of any holder without his or her consent. Notwithstanding the foregoing or any other provision of the Second Amended and Restated Plan, the Committee may not, without prior approval of Aimco’s stockholders, seek to effect any repricing of any previously granted, “underwater” stock option or stock appreciation right by: amending or modifying the terms of the stock option or stock appreciation right to lower the exercise price; canceling the underwater stock option or stock appreciation right and granting either replacement stock options or stock appreciation rights having a lower exercise price; or other awards or cash in exchange; or repurchasing the underwater stock options or stock appreciation rights.

Section 409A. To the extent that the Committee determines that any award granted under the Second Amended and Restated Plan is subject to Section 409A of the Code (“Section 409A”), then the Second Amended and Restated Plan and any agreement covering such award will be interpreted in accordance with Section 409A. In the event that the Committee determines that any award may be subject to Section 409A, the Committee may adopt such amendments to the Second Amended and Restated Plan and any award agreement or adopt other policies and procedures or take any other actions, that the Committee determines are necessary or appropriate to avoid the imposition of taxes on the award under Section 409A, either through compliance with the requirements of Section 409A or with an available exemption therefrom.

Minimum Vesting. No award may vest prior to the first anniversary of its date of grant; provided, however, that, notwithstanding the foregoing, awards that result in the issuance of an aggregate of up to 5% of the shares of stock available for grant under the Second Amended and Restated Plan may be granted under the Second Amended and Restated Plan without regard to such minimum vesting.

Termination of Plan. No awards other than incentive stock options will be granted pursuant to the Second Amended and Restated Plan on or after the tenth anniversary of the Second Amended and Restated Plan’s effective date, but awards previously granted may extend beyond that date. No incentive stock option may be granted following the tenth anniversary of the date on which the Second Amended and Restated Plan was adopted by the Board, but incentive stock options previously granted may extend beyond that date.

Death; Termination of Employment; Restrictions on Transfer

The Committee will provide in the award agreements whether and to what extent awards will be exercisable upon termination of employment or service for any reason, including death or disability, of any participant in the Second Amended and Restated Plan.

Awards will not be transferable by a participant except by will or the laws of descent and distribution, pursuant to a qualified domestic relations order, as defined under the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and will be exercisable during the lifetime of a participant only by such participant or his guardian or legal representative, provided that the Committee may provide otherwise for the transferability of stock options under such terms and conditions as the Committee determines and sets forth in the award agreement, subject to restrictions set forth in the Second Amended and Restated Plan. Awards will not be transferable for value.

Stock Options

Stock options granted under the Second Amended and Restated Plan may be incentive stock options intended to qualify under the provisions of Code Section 422 (“ISOs”) or nonqualified stock options (“NSOs”) which do not so qualify. Subject to the Second Amended and Restated Plan, the Committee determines the number of shares to be covered by each option and the conditions and limitations applicable to the exercise of the option. The Committee determines the exercise price of Common Stock that is subject to an option on the date the option is granted. The exercise price may not be less than the fair market value of the Company’s Common Stock on the date of grant. The term of options will be determined by the Committee, but may not exceed ten years from the date of grant, provided that the term of an ISO granted to a ten percent holder may not exceed five years from the date of grant. In no event will more than 1,500,000 shares be available for issuance pursuant to ISOs.

Stock Appreciation Rights

Stock appreciation rights (“SARs”) may be granted under the Second Amended and Restated Plan either alone or in conjunction with all or part of any award under the Second Amended and Restated Plan. Subject to the Second Amended and Restated Plan, the

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Committee determines the number of shares to be covered by each SAR award, the grant price thereof and the conditions and limitations applicable to the exercise thereof. A SAR granted under the Second Amended and Restated Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of Common Stock over a specified price fixed by the Committee (which price may not be less than the fair market value of the Company’s Common Stock on the date of grant).

Restricted Stock, Deferred Stock, Performance Shares and LTIP Units

The Committee determines the number of shares to be covered by awards of restricted stock, deferred stock, performance shares or LTIP units, the grant price thereof and the conditions and limitations applicable to the exercise thereof. Restricted stock granted under the Second Amended and Restated Plan is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met as set forth in the Second Amended and Restated Plan and in any statement evidencing the grant. A grant of deferred stock creates a right to receive Common Stock at the end of a specified deferral period. Performance shares are shares of Common Stock subject to restrictions based upon the attainment of performance objectives. LTIP units are awards of units of the Operating Partnership intended to constitute “profits interests” (within the meaning of the Code and related IRS guidance) and may be subject to performance-based or time-based vesting conditions. Provided applicable requirements set forth in the award and the partnership agreement of the Operating Partnership are satisfied, LTIP units may be converted into common units of the Operating Partnership.

Cash-Based Awards

The Committee is authorized to grant cash-based awards, the value of which may be linked to any one or more of the performance criteria or other specific criteria determined by the Committee, in each case, on a specified date or dates or over any period or periods determined by the Committee.

Performance-Based Compensation

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law which, among other things, amended Code Section 162(m) to eliminate the “qualified performance-based compensation” exception effective for tax years after December 31, 2017, subject to a transition rule under which the changes to Code Section 162(m) will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. The Second Amended and Restated Plan includes certain provisions that apply to awards granted under the Amended and Restated Plan to the extent that the Committee, in its sole discretion, determines that such awards are intended to constitute “qualified performance-based compensation” in reliance on the transition rule. The Second Amended and Restated Plan also permits the Committee to grant awards that are based on the attainment of performance criteria as determined by the Committee, in its sole discretion, which are not intended to constitute “qualified performance-based compensation.”

Securities Subject to Second Amended and Restated Plan

The maximum number of shares of our Common Stock that may be issued pursuant to awards under the Amended and Restated Plan is 1,500,000, as may be increased by additional shares to the extent of any forfeiture of awards outstanding under the Predecessor Plan up to a maximum of 502,840 shares. As of February 16, 2018, excluding the Contingent Grant, one share remained available for issuance under the Amended and Restated Plan and the closing price of our Common Stock on the New York Stock Exchange was $39.69 per share.

Subject to certain adjustments set forth in the Second Amended and Restated Plan, if the Second Amended and Restated Plan is approved by the Company’s stockholders, the maximum number of shares of our Common Stock that may be issued pursuant to awards thereunder, giving effect to the proposed increase of the number of shares available for grant thereunder (inclusive of the Contingent Grant), will be 5,000,001, as may be increased by additional shares to the extent of any forfeiture of awards outstanding under the Predecessor Plan up to a maximum of 502,840 shares.

If any shares of Common Stock subject to an award granted under the Second Amended and Restated Plan are forfeited, cancelled, exchanged or surrendered or if an award granted under the Second Amended and Restated Plan or the Predecessor Plan terminates or expires without a distribution of shares of Common Stock to the participant, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, such shares will again be available for awards under the Second Amended and Restated Plan. If shares of Common Stock are surrendered or withheld as payment of either the exercise price of an award granted under the Second Amended and Restated Plan and/or withholding taxes in respect of such an award, such shares of Common Stock will not be returned to the Second Amended and Restated Plan and will not be available for future awards under the Second Amended and Restated Plan. Upon the exercise of any award granted in tandem with any other award, such related award will be cancelled to the extent of the number of shares of Common Stock as to which the award is exercised and, notwithstanding the foregoing, such number of shares of Common Stock will no longer be available for awards under the Second Amended and Restated

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Plan. Upon the exercise of a SAR, the number of shares of Common Stock reserved and available for issuance under the Second Amended and Restated Plan will be reduced by the full number of shares of Common Stock with respect to which such award is being exercised. Each LTIP Unit issued pursuant to the Second Amended and Restated Plan is treated as a share of stock for purposes of calculating the aggregate number of shares of Common Stock available for issuance under the Second Amended and Restated Plan.

If the Company’s stockholders approve the Second Amended and Restated Plan, the maximum number of shares of Common Stock subject to awards granted to any non-employee director during any calendar year, taken together with any cash fees paid to such non-employee director with respect to each calendar year shall not exceed $750,000 in total value (calculating the value of any such awards based on the grant date fair market value of such awards for financial reporting purposes).

In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting Aimco’s Common Stock, a substitution or adjustment will be made in (i) the kind and aggregate number of shares reserved for issuance under the Second Amended and Restated Plan, (ii) the kind, number and option price of shares subject to outstanding stock options granted under the Second Amended and Restated Plan, and (iii) the kind, number and purchase price of shares issuable pursuant to awards of restricted stock, deferred stock and performance shares, to maintain the same estimated fair value of the award before and after the equity restructuring. The form of such adjustment and estimate of fair value will be determined by the Committee, in its sole discretion. Such other substitutions or adjustments will be made respecting awards hereunder as may be determined by the Committee, in its sole discretion. An adjusted option price will also be used to determine the amount payable by Aimco in connection with SARs awarded under the Second Amended and Restated Plan. In addition, the Committee may provide, in its discretion, for the cancellation of any outstanding awards and payment in cash or other property in exchange therefor; provided, that if the exercise price of any outstanding award is equal to or greater than the fair market value of the shares, cash or other property covered by that award, the Committee may cancel the award without the payment of any consideration to the participant.

Tax Withholding

The Second Amended and Restated Plan provides that, with the approval of the Committee, a participant may satisfy the tax withholding obligations related to an award by paying cash, by electing to have the Company withhold from delivery of shares of Common Stock or by delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable amount of tax required to be withheld, or, if applicable, such other withholding amount as mutually agreed upon by the Company and the participant (provided, in the case of any participant who is an officer or director of the Company or whose transactions in the Common Stock are subject to Section 16 of the Exchange Act, such other amount is approved in advance by the Committee). The number of shares of Common Stock which may be withheld will be valued at their fair market value on the date of withholding or, in the sole discretion of the Company (determined in the case of any participant who is an officer or director of the Company or whose transactions in the Common Stock are subject to Section 16 of the Exchange Act, solely by the Committee), the date immediately prior to the date that taxes are required to be withheld. Fractional share amounts shall be settled in cash.

Federal Income Tax Consequences

The following discussion is for general information only and is based on the Federal income tax laws now in effect, which are subject to change, possibly retroactively. This summary does not discuss all aspects of Federal income taxation that may be important to individual participants. Moreover, this summary does not address specific state, local or foreign tax consequences. This summary assumes that Common Stock acquired under the Second Amended and Restated Plan will be held as a “capital asset” (generally, property held for investment) under the Code.

Nonqualified Stock Options

A participant will generally not be subject to Federal income taxation upon the grant of an NSO. Rather, at the time of exercise of an NSO, the participant will recognize ordinary income for Federal income tax purposes in an amount equal to the excess of the fair market value of the shares purchased over the option price. The Company will generally be entitled to a tax deduction at such time and in the same amount that the participant recognizes ordinary income.

Incentive Stock Options

A participant is generally not subject to Federal income taxation upon the grant of an ISO or upon its timely exercise. Exercise of an ISO will be timely if made during its term and if the participant remains an employee of the Company or of any parent or subsidiary of the Company at all times during the period beginning on the date of grant of the ISO and ending on the date three months before the date of exercise (or one year before the date of exercise in the case of a disabled employee). Exercise of an ISO will also be timely if made by the legal representative of a participant who dies (i) while in the employ of the Company or of any parent or subsidiary of the Company or (ii) within three months after termination of employment (or one year in the case of a disabled employee). The tax consequences of an untimely exercise of an ISO will be determined in accordance with the rules applicable to NSOs. (See “Federal Income Tax Consequences — Nonqualified Stock Options.”)

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If shares of Common Stock acquired pursuant to a timely exercised ISO are later disposed of, the participant will, except as noted below with respect to a “disqualifying disposition,” recognize a capital gain or loss equal to the difference between the amount realized upon such sale and the option price. Under these circumstances, the Company will not be entitled to any deduction for Federal income tax purposes in connection with either the exercise of the ISO or the sale of the Common Stock by the participant.

If, however, a participant disposes of shares of Common Stock acquired pursuant to the exercise of an ISO prior to the expiration of two years from the date of grant of the ISO or within one year from the date the Common Stock is transferred to him upon exercise (a “disqualifying disposition”), generally (i) the participant will realize ordinary income at the time of the disposition in an amount equal to the excess, if any, of the fair market value of the Common Stock at the time of exercise (or, if less, the amount realized on such disqualifying disposition) over the option exercise price, and (ii) any additional gain recognized by the participant will be subject to tax as capital gain. In such case, the Company may claim a deduction for Federal income tax purposes at the time of such disqualifying disposition for the amount taxable to the participant as ordinary income. The amount by which the fair market value of the Common Stock on the exercise date of an ISO exceeds the option price will be an item of adjustment for purposes of the “alternative minimum tax” rules under the Code.

Stock Appreciation Rights

No taxable income is recognized upon receipt of a stock appreciation right. The participant will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the excess of the fair market value of the underlying shares on the exercise date over the exercise price, and the participant will be required to satisfy the tax withholding requirements applicable to such income. Aimco will generally be entitled to a tax deduction at such time and in the same amount that the participant recognizes ordinary income.

Restricted Stock, Deferred Stock, Performance Shares

A participant who receives shares of stock subject to restrictions will not recognize any taxable income at the time those shares are issued but will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The recipient may, however, generally elect under Section 83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (i) the fair market value of those shares on the issue date over (ii) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the recipient will not recognize any additional income as and when the shares subsequently vest. Aimco will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient with respect to the issued shares. The deduction will in general be allowed for Aimco’s taxable year in which such ordinary income is recognized by the recipient.

LTIP Units

A participant generally will not recognize any taxable income at the time of the grant or vesting of LTIP units, provided that (i) the LTIP units qualify as “profits interests” within the meaning of the Code and related IRS guidance; (ii) the participant does not dispose of the LTIP units within two years of issuance; and (iii) certain other requirements are satisfied. As a holder of LTIP units, a participant will be required to report on his or her income tax return his or her allocable share of the Operating Partnership’s income, gains, losses, deductions and credits pursuant to the terms of the partnership agreement of the Operating Partnership, regardless of whether the Operating Partnership actually makes a cash distribution to the participant. Distributions by the Operating Partnership to the participant on account of all interests in the Operating Partnership held by the participant, will generally be taxable to the participant to the extent that such distributions exceed the participant’s tax basis in such interests. Any such gain will generally be capital gain, but a portion may be treated as ordinary income, depending on the assets of the Operating Partnership at that time. Upon the exchange of the LTIP units (or the common units into which the LTIP units may be convertible) for shares of Common Stock, or the sale of the LTIP units, the participant will generally recognize gain or loss to the extent that the amount the participant receives plus the portion of the Operating Partnership’s liabilities allocated to the LTIP units exceeds the participant’s tax basis in the LTIP units. The gain generally will be taxable at capital gains rates, but may be subject to tax at higher rates depending on the assets of the Operating Partnership at the time of such disposition. The tax consequences may be similar with respect to any redemption by the Operating Partnership of such interests in exchange for cash. Generally, no deduction is available to Aimco upon the grant, vesting or disposition of the LTIP units.

Cash-Based Awards

The holder will generally recognize ordinary income in the year when the cash is delivered upon satisfaction of the conditions of the award. The amount of that income will be equal to the amount of the cash, and the holder will be required to satisfy the tax withholding requirements applicable to such income. Aimco will generally be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder. The deduction will be allowed for the taxable year in which such ordinary income is recognized.

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Section 409A of the Code

Certain types of awards under the Second Amended and Restated Plan may constitute, or provide for, a deferral of compensation subject to Section 409A. To the extent applicable, awards granted under the Second Amended and Restated Plan are intended to be structured and interpreted in a manner to either comply with or be exempt from Section 409A. To the extent that the Committee determines that any award may be subject to Section 409A, the Committee may adopt such amendments to the Second Amended and Restated Plan and any award agreement or adopt other policies and procedures or take any other actions, that the Committee determines are necessary or appropriate to avoid the imposition of taxes on the award under Section 409A, either through compliance with the requirements of Section 409A or with an available exemption therefrom.

New Plan Benefits

Awards granted under the Second Amended and Restated Plan are within the discretion of the Committee. As a result, the benefits that will be awarded under the Second Amended and Restated Plan, including to non-employee directors, are not determinable at this time, except for the Contingent Grant awarded by the Committee to Mr. Considine on January 30, 2018. Therefore, the table below shows the number of underlying shares and the value of the Contingent Grant awarded to Mr. Considine as the future benefits or amounts that may be received by the other executive officers and the groups named in the table are not determinable at this time.

¹ Amount reported as the dollar value of the Contingent Grant does not reflect compensation actually received by Mr. Considine. Instead, the amount reported is the fair value calculated under FASB ASC Topic 718 as of January 30, 2018. The amount shown assumes that there will be no service-based forfeiture of the Contingent Grant. The fair value of the award was estimated using a Monte Carlo model using the following assumptions: market value of a common share of $40.95 as of January 30, 2018; risk-free interest rate of 2.32%; dividend yield of 3.52%; expected volatility of 18.02%; and weighted average expected term of 5.6 years.

² Amount reported reflects the target number of shares underlying the Contingent Grant (292,356 shares assuming achievement at the maximum level of performance).

History of Grants Under the Amended and Restated Plan

From the inception of the Amended and Restated Plan through February 16, 2018, 423,243 shares (assuming achievement of performance-based awards at the maximum level) of restricted stock were granted under the Amended and Restated Plan, 59,933 of which have vested, 4,837 of which have been cancelled and 363,310 of which remains outstanding as of February 16, 2018; 798,729 options were granted under the Amended and Restated Plan, none of which have been exercised, none of which have been cancelled, and 798,729 of which remain outstanding as of February 16, 2018; and 380,514 LTIP units were granted under the Amended and Restated Plan, none of which have been cancelled, and 380,514 of which remain outstanding as of February 16, 2018. In addition, on January 30, 2018, the Committee awarded the Contingent Grant to Mr. Considine consisting of performance-based LTIP units covering 146,178 shares at target (and 292,356 shares at the maximum level of performance). The following table summarizes the

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grants made to our named executive officers, all current executive officers as a group, all current directors who are not executive officers as a group, each nominee for election as a director, each associate of any director, executive officer or nominee, each other person who received or are to receive 5% of such restricted stock, options or LTIP units as a group, and all employees, excluding current executive officers, as a group, from the inception of the Amended and Restated Plan through February 16, 2018, including the Contingent Grant.

For the executives identified above, the number of options, shares of restricted stock and LTIP units granted assumes achievement of performance-based awards at the maximum level.

Certain Interests of Directors

In considering the recommendation of the Board with respect to the approval of the Second Amended and Restated Plan, the Company’s stockholders should be aware that members of the Board have certain interests, which may present them with conflicts of interest in connection with this proposal. As discussed above, directors are eligible to receive awards under the Amended and Restated Plan. For more information about the compensation we pay to our directors, see “Director Compensation” on page 27 of this proxy statement. The Board recognizes that approval of this proposal may benefit our directors and their successors.

Information About Securities Authorized for Issuance Under Equity Compensation Plans

For information required to be furnished with respect to the Amended and Restated Plan in connection with this Proposal 4 pursuant to Item 201(d) of Regulation S-K promulgated under the Securities Act of 1933, as amended, reference is made to that certain information set forth in the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans” on page 60 of this proxy statement.

Vote Required

The affirmative vote of a majority of the votes cast regarding the proposal is required for approval of the Second Amended and Restated Plan, provided that the total votes cast on the proposal represents more than 50% in interest of all securities entitled to vote on the proposal. For purposes of the vote on the Second Amended and Restated Plan, abstentions will have the same effect as votes against the proposal and broker non-votes will have the same effect as votes against the proposal, unless holders of more than 50% in interest of all securities entitled to vote on the proposal cast votes, in which event broker non-votes will not have any effect on the result of the vote. Unless instructed to the contrary in the proxy, the shares represented by proxies will be voted FOR the proposal to approve the Second Amended and Restated Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE

SECOND AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN.

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PROPOSAL 5:

PROPOSAL TO AMEND THE CHARTER TO PERMIT THE BOARD

TO GRANT WAIVERS OF THE LOOK-THROUGH OWNERSHIP LIMIT UP TO 20%

The Board has approved and adopted, subject to stockholder approval, an amendment to Aimco’s charter (the “Charter Amendment”) that would give the Board additional flexibility in granting waivers from the ownership limits in the charter.

For Aimco to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year. Our charter includes certain provisions that are necessary and desirable to preserve our qualification as a REIT, including limits on the ownership of our stock. Under these limits, generally, no single stockholder (applying certain “beneficial ownership” rules under the Federal securities laws) can own shares of our Common Stock that exceed 8.7% (the “Ownership Limit”) of our outstanding shares of Common Stock. However, certain pension trusts and registered investment companies (“Look-Through Entities”) are subject to a limit of 15% (the “Look-Through Ownership Limit”) rather than the 8.7% Ownership Limit.

The charter currently gives the Board the ability to waive the Ownership Limit applicable to a single holder, if that holder’s ownership of common stock does not exceed 12.0%. As a condition of granting any such waiver, the Board may require opinions of counsel or undertakings from the holder that will assist in preserving Aimco’s REIT status. From time to time, the Board has granted these waivers, and there is currently one waiver in effect.

The charter also currently gives the Board the ability to waive the Look-Through Ownership Limit applicable to a Look-Through Entity, if that holder’s ownership of common stock does not exceed 18.0%. As a condition of granting any such waiver, the Board may require opinions of counsel or undertakings from the holder that will assist in preserving Aimco’s REIT status. From time to time, the Board has granted these waivers, and there is currently one waiver in effect.

Situations have recently arisen in which Look-Through Entities have indicated a desire to purchase shares in excess of the 18% level in circumstances that would not create any risk to Aimco’s REIT status. To give the Board flexibility in responding to these requests, Aimco’s Board has determined that the charter should be amended to allow the Board to also grant waivers of the Look-Through Ownership Limit up to a maximum of 20.0% of the outstanding shares of Common Stock for any single Look-Through Entity. The proposed text of the Charter Amendment is attached hereto as Exhibit B. The Board believes that the Charter Amendment is in the best interests of the Company and its stockholders.

The affirmative vote of a majority of the outstanding shares of Common Stock is required for approval of the Charter Amendment. Accordingly, abstentions or broker non-votes will have the effect of a vote against the proposal. Unless instructed to the contrary in the proxy, the shares represented by proxies will be voted FOR the proposal to approve the Charter Amendment.

The Charter Amendment will not be effective unless and until it is filed with the State Department of Assessments and Taxation of Maryland. If the Charter Amendment is authorized by a vote of the Company’s stockholders, the Board intends to file the Charter Amendment with the State Department of Assessments and Taxation of Maryland as soon as practicable following the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A

VOTE “FOR” APPROVAL OF THE CHARTER AMENDMENT.

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

The executive officers of the Company and the nominees for election as directors of the Company, their ages, dates they were first elected an executive officer or director, and their positions with the Company or on the Board are set forth below.

The following is a biographical summary of the current directors and executive officers of the Company.

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CORPORATE GOVERNANCE MATTERS

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

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Independence of Directors

The Board has determined that to be considered independent, an outside 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). In evaluating Ms. Sperling’s nomination, the Board considered that the Company is presently engaged with Trammell Crow Company, or TCC, in connection with a potential development, in an arrangement whereby TCC is providing services on a fee basis. The Board took into account the fact that Ms. Sperling is an independent contractor with TCC and that she is not involved in the project, that her compensation is not tied to the project, and that the fee that may be earned by TCC is fixed and limited in nature, may be paid over the three years, if earned, and in any one year and in the aggregate is immaterial to both Aimco and TCC. 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 New York Stock Exchange as in effect from time to time.

Consistent with these considerations, the Board affirmatively has determined that Messrs. Keltner, Martin, Miller, and Stein and Mses. Nelson and Tran are independent directors (collectively the “Independent Directors”) and that Ms. Sperling will be an independent director if elected.

Meetings and Committees

The Board held five meetings during the year ended December 31, 2017. During 2017, there were four committees: Audit; Compensation and Human Resources; Nominating and Corporate Governance; and Redevelopment and Construction. During 2017, 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 members of the Board attended the Company’s 2017 Annual Meeting of Stockholders, and the Company anticipates that all of the members of the Board will attend the Meeting this year.

Below is a table illustrating the current standing committee memberships and chairmen, and anticipated committee assignments for Ms. Sperling if she is elected to the Board. Additional detail on each committee follows the table.

Audit Committee

The Audit Committee currently consists of the Independent Directors. Mr. Stein serves as the chairman of the Audit Committee. The Audit Committee has a written charter that is reviewed annually and was last amended in October 2017. In addition to the work of the Audit Committee, Mr. Stein has regular and recurring conversations with Mr. Beldin, Aimco’s Chief Financial Officer (“CFO”), Ms. Cohn, Aimco’s General Counsel, Andrew Higdon, Aimco’s Chief Accounting Officer, 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.

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

The Audit Committee held five meetings during the year ended December 31, 2017. 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

Aimco’s Board has designated Mr. Stein 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 relating to audit committees.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee currently consists of the Independent Directors. Mr. Keltner serves as the chairman of the Compensation and Human Resources Committee. Mr. Keltner meets regularly with Ms. Cohn, Aimco’s General Counsel and with Jennifer Johnson, Aimco’s Senior Vice President of Human Resources. Mr. Keltner also has regular conversations with the Compensation and Human Resources Committee’s independent compensation consultant, Board Advisory, LLC (“Board Advisory”). The Compensation and Human Resources Committee has a written charter that is reviewed annually and was last amended in October 2017. 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.

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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 six meetings during the year ended December 31, 2017.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of the Independent Directors. Ms. Nelson serves as the chairman of the Nominating and Corporate Governance Committee. In addition to other work, in 2017, Chairman Nelson interviewed four candidates for the Board while other directors also interviewed candidates.

The Nominating and Corporate Governance Committee has a written charter that is reviewed annually and was last amended in October 2016. 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 and Corporate Governance Committee’s responsibilities are set forth in the following chart.

The Nominating and Corporate Governance Committee held four meetings during the year ended December 31, 2017.

Redevelopment and Construction Committee

The Redevelopment and Construction Committee currently consists of the Independent Directors. Mr. Miller serves as the chairman of the Redevelopment and Construction Committee. Mr. Miller meets regularly with Aimco’s redevelopment and construction leadership and tours projects undergoing development or redevelopment to assess the process of development and redevelopment and project status. The Redevelopment and Construction Committee’s purposes are to provide oversight and guidance to the Company’s management regarding development, redevelopment, and construction by reviewing work process, policies and standards, recommending modifications thereto and directing related analytical and progress reporting. The Redevelopment and Construction Committee held four meetings during the year ended December 31, 2017.

Board Composition, Board Refreshment, and Director Tenure

Aimco is focused on having a well-constructed and high performing board. To that end, the Nominating and Corporate 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 and willingness to devote adequate time and effort to Board responsibilities. In considering nominees for director, the Nominating and Corporate Governance Committee seeks to have a diverse range of experience and expertise relevant to Aimco’s business. The Nominating and Corporate 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 yet also requires directors who think and act independently and can clearly and effectively communicate their convictions. The Nominating and Corporate Governance Committee assesses the appropriate balance of criteria required of directors and makes recommendations to the Board.

The Nominating and Corporate Governance Committee has specifically considered the feedback of some stockholders as well as the discussions of some commentators that suggest lengthy Board tenure should be balanced with new perspectives. Specific to Aimco, the Nominating and Corporate 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. Aimco’s Board members have established relationships that allow the Board to apply effectively its collective business savvy in guiding the Aimco enterprise.

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When formulating its Board membership recommendations, the Nominating and Corporate 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 Nominating and Corporate Governance Committee will consider as nominees to the Board for election at next year’s annual meeting of stockholders persons who are recommended by stockholders in writing, marked to the attention of Aimco’s Corporate Secretary, no later than July 1, 2018. During 2017, no Aimco stockholder (other than the existing directors) expressed interest in serving on the Board or recommended anyone to serve on the Board.

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 and Corporate Governance Committee, the Board determined to nominate Messrs. Considine, Keltner, Martin, Miller, and Stein and Mses. Nelson and Tran for re-election and Ms. Sperling for election.

Board Leadership Structure

At this time, Aimco’s Board believes that combining the Chairman and CEO role is most effective for the Company’s leadership and governance. Having one person as Chairman and CEO provides unified leadership and direction to the Company and strengthens the ability of the CEO to develop and implement strategic initiatives and respond efficiently in various situations. The Board also believes the combination of Chairman and CEO positions is appropriate in light of the independent oversight provided by the Board.

Aimco has a Lead Independent Director, currently Mr. Martin, whose responsibilities are set forth in the following chart.

In addition to the Lead Independent Director, the Board has a majority of independent directors. Seven out of the eight director nominees are independent. All four standing committees (Audit; Compensation and Human Resources; Nominating and Corporate Governance; and Redevelopment and Construction) are composed solely of independent directors.

Separate Sessions of Non-Management Directors and Lead Independent Director

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 six Independent Directors, met in executive session without management four times during the year ended December 31, 2017. Mr. Martin was the Lead Independent Director who presided at such executive sessions in 2017, and he has been designated as the Lead Independent Director who will preside at such executive sessions in 2018.

The following table sets forth the number of meetings held by the Board and each committee during the year ended December 31, 2017.

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. 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 Nominating and Corporate Governance Committee for consideration. The Nominating and Corporate 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 and Corporate Governance Committee’s recommendation. Additional details are set out in Article II, Section 2.03 (Election and Tenure of Directors; Resignations) of Aimco’s Bylaws.

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Proxy Access

At our 2015 annual meeting, a proxy access stockholder proposal received the support of a majority of the votes cast. That proposal requested the Board to adopt a bylaw that would require the Company to include in its proxy materials nominees for director proposed by a stockholder or group that owns at least 3% of our outstanding shares for at least three years. Following that meeting, through the summer and fall of 2015 and into 2016, we engaged in extensive stockholder outreach and discussed proxy access with stockholders representing over 66% of shares of Common Stock outstanding as of September 30, 2015, including all 10 of Aimco’s largest stockholders as of that date.

Although our stockholders expressed varying views on proxy access generally, and on the specific terms of a proxy access bylaw, many stockholders indicated that they viewed proxy access as an important stockholder right. At the same time, many stockholders expressed concern that stockholders with a small economic interest could abuse proxy access and impose unnecessary costs on the Company. In particular, stockholders expressed support for a reasonable limit on the number of stockholders who could come together to form a nominating group, with a consensus around a 20 stockholder limit, so long as certain related funds were counted as one stockholder for this purpose. In addition, many stockholders expressed support for the principle that a proxy access bylaw provide for a minimum of two candidates, with that principle being more meaningful to stockholders than the percentage of the board used to calculate the number of permitted proxy access candidates.

Stockholders expressed general flexibility concerning most other proxy access terms, including counting directors nominated as access candidates who are elected and re-nominated by the Board when determining the limit on access candidates for a limited number of years, and eliminating proxy access at the same annual meeting for which a nomination notice outside of proxy access has been submitted by another stockholder. Also, stockholders indicated that post-meeting holding requirements would be considered overly restrictive, but that a statement regarding post-meeting intentions that did not require continued ownership was acceptable.

The feedback received from stockholders was reported to the Nominating and Corporate Governance Committee and to the Board. Following a review of that feedback, corporate governance best practices and trends and the Company’s particular facts and circumstances, the Board amended the Company’s bylaws to provide a proxy access right to stockholders. As a result, 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.

Director Compensation

In formulating its recommendation for director compensation, the Nominating and Corporate 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 and S&P 500 companies. The Nominating and Corporate Governance Committee considers the relatively small size of the Aimco board as compared to other boards, the participation of each Independent Director on each committee, and the resulting workload on the directors. In addition, the Nominating and Corporate Governance Committee considers the overall cost of the Board to the Company and the cost per director.

2017

For 2017, compensation for each of the Independent Directors included a fixed annual cash retainer of $90,000 and an award of 3,000 shares of Common Stock. No meeting fees were paid to Independent Directors for attending meetings of the Board and the committees on which they serve. For the year ended December 31, 2017, Aimco paid the directors serving on the Board during that year as follows:

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2018

Compensation for each of the Independent Directors in 2018 includes an annual fee of 3,200 shares of Common Stock, which shares were awarded on January 30, 2018. The closing price of Aimco’s Common Stock on the New York Stock Exchange on January 30, 2018, was $40.95. The Independent Directors also received an annual cash retainer of $90,000. Directors will not receive meeting fees in 2018.

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 team members 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 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 lead independent director, director access to management and independent advisors, director compensation, director orientation and continuing education, the role of the Board in planning management succession, stock ownership guidelines and retention requirements, and an annual performance evaluation of the Board.

With respect to stock ownership guidelines for the Independent Directors, the Corporate Governance Guidelines provide that by the completion of five years of service, an Independent Director is expected to own, at a minimum, the lesser of 27,500 shares or shares having a value of at least $550,000. Each of the Independent Directors has holdings well in excess of this amount, with the exception of Ms. Tran who joined the Board on March 1, 2016.

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 team members, our communities, and the environment. We actively discuss these matters with our stockholders and solicit their feedback on our program.

The graphics below describe some of the 2017 highlights of our corporate responsibility program. For more information on Aimco’s corporate responsibility program, please refer to Aimco’s 2017 Corporate Responsibility Report. Please note, however, that information contained in the 2017 Corporate Responsibility Report is neither incorporated by reference in this proxy statement nor considered to be a part of this document.

OUR RESPONSES TO STOCKHOLDER INPUT ESG Disclosure in 2018 Matrix of Director Qualifications and Expertise in 2017 More Detailed Management Succession Disclosure in 2017 More Graphics in 2016, 2017 & 2018 Proxy Access in 2016 LTI Program Overhaul in 2015 Double Trigger Change in Control Provisions in 2015 Clawback Policy in 2015 Commitment to not Provide Future Excise Tax Gross-Ups in 2015

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Commitment to Conservation
$4.5M invested in ENERGY CONSERVATION in 2017
Nearly 80% of same store communities incorporate LED Lighting in common areas; Goal is 100% by 2020

5,964 hours volunteered by team members through Aimco Cares 150 Nonprofits served through volunteerism and donations 137 Aimco Cares volunteer events $530,000 Raised through Aimco Cares Charity Golf Classic benefitting patriotic causes and providing scholarships for students in affordable housing 8,840,044 Therms of natural gas conserved 796,233,615 Gallons of water saved through efficiency 189,866,952 kWh of electricity saved through efficient fixtures 157,697 Metric tons of greenhouse gas emissions Eliminated OVER THE PAST 10 YEARS CSAT Scores

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Communicating with the Board of Directors

Any interested parties desiring to communicate with Aimco’s Board, the Lead Independent Director, any of the other Independent Directors, Aimco’s Chairman of the Board, 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 1100

Denver, Colorado 80237

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AUDIT COMMITTEE REPORT TO STOCKHOLDERS

The Audit Committee oversees Aimco’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including internal control over financial reporting and disclosure controls and procedures. A written charter approved by the Audit Committee and ratified by the Board governs the Audit Committee. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, its judgment as to the quality, not just the acceptability, of the Company’s accounting principles. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and letter required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, has discussed with the independent registered public accounting firm its independence from the Company and its management, and has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with maintaining such firm’s independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examination, its evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Audit Committee held five meetings during 2017.

None of the Audit Committee members have a relationship with the Company that might interfere with the exercise of the member’s independence from the Company and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements and management’s report on internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the Securities and Exchange Commission. The Audit Committee has also determined that provision by Ernst & Young LLP of other non-audit services is compatible with maintaining Ernst & Young LLP’s independence. The Audit Committee and the Board have also recommended, subject to stockholder ratification, the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

Date: February 22, 2018

MICHAEL A. STEIN (CHAIRMAN)

THOMAS L. KELTNER

J. LANDIS MARTIN

ROBERT A. MILLER

KATHLEEN M. NELSON

NINA A. TRAN

The above report will not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the same by reference.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees

Below is information on the fees billed for services rendered by Ernst & Young LLP during the years ended December 31, 2017 and 2016.

The Audit Committee took into account the fact that the audit and audit-related fees billed by Ernst & Young LLP are 11% less than its fees for tax compliance and tax consulting services. In selecting Ernst & Young LLP to perform such tax-related services, the Audit Committee evaluated the efficiency and expertise brought by Ernst & Young LLP and concluded that such engagement was in the best interest of the Company and its stockholders. The Audit Committee also specifically considered the amount of the fees as compared to the Company’s overall engagement and as compared to Ernst & Young LLP’s overall book of business and concluded that such engagement by the Company would have no negative bearing on Ernst & Young LLP’s independence.

In its pre-approval of such tax services in accordance with the policies outlined below, the Audit Committee gave appropriate consideration to the applicable independence rules of the SEC and PCAOB. Specifically, the Audit Committee considered:

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In addition, The Audit Committee considered the SEC’s Release, Strengthening the Commission’s Requirements Regarding Auditor Independence, in which the SEC reiterated “its long-standing position that an accounting firm can provide tax services to its audit clients without impairing the firm’s independence.”

Audit Committee Pre-Approval Policies

The Audit Committee has adopted the Audit and Non-Audit Services Pre-Approval Policy (the “Pre-approval Policy”). A summary of the Pre-approval Policy is as follows:

All of the services described in the Principal Accountant Fee section above were approved pursuant to the annual engagement letter or in accordance with the Pre-approval Policy.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information available to the Company, as of February 20, 2018, with respect to Aimco’s equity securities beneficially owned by (i) each director, the chief executive officer, the chief financial officer and the three other most highly compensated executive officers who were serving as executive officers at the end of the last completed fiscal year, and (ii) all directors and executive officers as a group. The table also sets forth certain information available to the Company, as of February 20, 2018, with respect to shares of Common Stock held by each person known to the Company to be the beneficial owner of more than 5% of such shares. This table reflects options that are exercisable within 60 days. Unless otherwise indicated, each person has sole voting and investment power with respect to the securities beneficially owned by that person. The business address of each of the following directors and executive officers is 4582 South Ulster Street, Suite 1100, Denver, Colorado 80237, unless otherwise specified. None of the securities reflected in this table are the subject of any hedging transaction.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

This CD&A addresses the following:

Stockholder Engagement Regarding Executive Compensation

At Aimco’s 2017 Annual Meeting of Stockholders, approximately 98% of the votes cast in the advisory vote on executive compensation (also commonly referred to as “Say on Pay”) approved the compensation of Aimco’s NEOs as disclosed in Aimco’s 2017 proxy statement. The Compensation and Human Resources Committee (the “Committee”) and Aimco management are pleased with these results and remain committed to extensive engagement with stockholders as part of ongoing efforts to formulate and implement an executive compensation program designed to align the long-term interests of our executive officers with those of our stockholders.

In 2017 and early 2018, we engaged with stockholders representing nearly two-thirds of shares of Common Stock outstanding as of September 30, 2017, as part of our annual process of soliciting feedback on Aimco’s executive compensation program. The following chart summarizes the feedback we received, and what actions we have taken in response.

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Overview of Aimco’s Pay-for-Performance Philosophy and 2017 Performance Results

Aimco is a pay-for-performance organization. Aimco starts by setting target total compensation near the median of target total compensation for Aimco’s peers as identified on page 42, both as a measure of fairness and also to provide an economic incentive to remain with Aimco. Actual compensation varies from target compensation based on Aimco’s results. Each officer’s annual cash incentive compensation, “short term incentive” or STI, is based in part on Aimco’s performance against corporate, rather than personal, goals. The more senior the officer, the greater the percentage of his or her STI that is based on Aimco’s performance against its corporate goals. Aimco’s longer term compensation, “long term incentive” or LTI, follows a similar tiered structure. Each officer’s LTI is based in part on Aimco’s “total shareholder return” or TSR, relative to its peers, with executive officers having a greater share of their LTI based on relative TSR. In the case of Mr. Considine, his entire LTI award is “at risk” based on Aimco’s relative TSR. LTI is measured and vests over time, typically a period of four years, so that officers bear longer term exposure to the decisions they make.

To reinforce its use of Aimco equity for compensation to align management with Aimco stockholders, Aimco also requires substantial equity holdings by executive officers.

In 2017, AFFO per share, Aimco’s primary measure of current period performance, was $2.12, up 8% year-over-year. In addition to and more important than the one-year bottom line result, Aimco enjoyed success in its five areas of strategic focus that provide the foundation for the long-term sustainable profitability we seek for the shareholder capital entrusted to us.

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Highlights for 2017 in Aimco’s five areas of strategic focus included the following:

Aimco’s success in its five areas of strategic focus produced AFFO growth, up 8% to $2.12.

REDEVELOPMENT Invested $158M, leading to NAV creation of >$55M PORTFOLIO QUALITY increasing; average revenue per apartment home 7% to $2,123 BALANCE SHEET $1.8B unencumbered pool; abundant liquidity, with > $500M available on revolving credit facility

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It has also produced superior long-term returns. Aimco’s ongoing success in its five areas of strategic focus has resulted in superior long-term returns. The following graph compares cumulative total returns for Aimco’s Common Stock, the REIT Index, the NAREIT Apartment Index and Aimco’s multi-family peer group average. The graph assumes the investment of $100 in Aimco’s Common Stock and in each index or peer group company on December 31, 2012, and that all dividends paid have been reinvested.

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Summary of Executive Compensation Program and Governance Practices

Below we summarize certain executive compensation program and governance practices – both the practices we have implemented to drive performance and the practices we avoid because we believe they would not serve our stockholders’ long-term interests.

What We Pay and Why: Components of Executive Compensation

Total compensation for Aimco’s executive officers is comprised of the following components:

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LTI compensation directly ties the interests of executives to the interests of our stockholders, and comprises a substantial proportion of compensation for Aimco NEOs, as follows:

CEO 2017 Target Pay Mix		Other NEOs 2017 Target Pay Mix

CEO Pay Overview

The Committee determines the compensation for Mr. Considine. Mr. Considine’s target total compensation for 2017 approximated the median for CEOs at Aimco’s peers as discussed on page 42. The Committee devised a compensation plan for Mr. Considine that resulted in approximately 11% base salary, 23% based on Aimco’s performance against its 2017 corporate goals, and 66% based on relative TSR, making more of Mr. Considine’s target compensation tied to TSR than any of his peers. Mr. Considine’s target compensation mix is illustrated as follows:

How the Committee determines the amount of target total compensation for executive officers

In addition to reviewing the performance of, and determining the compensation for, the CEO, the Committee also reviews the decisions made by the CEO as to the compensation of Aimco’s other executive officers. Base salary, target STI, and target LTI are generally set near the median base salary, target STI, and target LTI for peer comparators.

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How peer comparators are identified

Aimco considers enterprise Gross Asset Value (“GAV”), as reported by Green Street Advisors, to be an imprecise, but reasonable representation of the complexity of a real estate business and of the responsibilities of its leaders. In addition to GAV, Aimco also reviews other factors, including gross revenues, number of properties, and number of employees, to determine if these factors provide any additional insight into the work and requirements of its leaders. Based on this analysis, Aimco included as “peers” for 2017 compensation the following 20 real estate companies:

At the time 2017 compensation targets were established, approximately half of these real estate companies had a larger GAV, and approximately half of these real estate companies had a smaller GAV, than does Aimco. Due to changes in GAV, Extra Space Storage, Inc. was added to the peer group for 2017 in replacement of Essex Property Trust. For Mr. Kimmel, whose position as Executive Vice President, Property Operations, does not have a good benchmark outside of the multi-family industry, Aimco included as “peers” for 2017 compensation the following seven multi-family real estate companies in existence at the time 2017 compensation targets were established: AvalonBay Communities, Inc., Camden Property Trust, Essex Property Trust, Equity Residential, Mid-America Apartment Communities, Inc., Post Properties, Inc., and UDR, Inc. These multi-family companies provide useful information to benchmark Mr. Kimmel’s position.

Risk analysis of Aimco’s compensation programs

The Committee considers risk-related matters when making decisions with respect to executive compensation and has determined that neither Aimco’s executive compensation program nor any of its non-executive compensation programs create risk-taking incentives that are reasonably likely to have a material adverse effect on the organization. Aimco’s compensation programs align management incentives with the long-term interests of the Company.

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Total Compensation for 2017

For 2017, total compensation is the sum of base compensation, STI and LTI.

Base Compensation for 2017

For 2017, Mr. Considine’s base compensation was $700,000 (an increase from his 2016 base compensation of $600,000), well below the median for CEOs of his experience, expertise and tenure. For 2017, base compensation for all other NEOs was $400,000, near the median base compensation paid by peer comparators for similar positions.

Short-Term Incentive Compensation for 2017

The Committee determined Mr. Considine’s STI by the extent to which Aimco met seven designated corporate goals, which are described below and are referred to as Aimco’s Key Performance Indicators, or KPI.

For the other NEOs, calculation of STI was determined by two components: Aimco’s performance against the KPI; and each officer’s achievement of his or her individual MAP goals. For example, if an executive’s target STI was $400,000 and weighted 50% on KPI, then 50% of that amount, or $200,000, varied based on KPI results and 50% of that amount, or $200,000, varied based on MAP results. As KPI results were 109.49%, then the executive received 109.49% of $200,000 ($218,980) for that portion of his STI, and if MAP results were 100%, then the executive receives 100% of the $200,000, for a total STI payment of $419,980.

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Aimco’s KPI reflect Aimco’s five areas of strategic focus, as set forth above on page 37. Said another way, Aimco compensates its leadership on executing exactly the same business strategy communicated to stockholders and analysts. Specifically, Aimco’s KPI consisted of the following seven corporate goals that were reviewed with, and approved by, the Committee, each weighted as described.

These goals aligned executive officers with the publicly communicated, long-term goals of the Company without encouraging them to take unnecessary and excessive risks. For most goals, threshold performance paid out at 50%; target performance paid out at 100%; and maximum performance paid out at 200%.

Performance below threshold resulted in no payout. For some goals, where performance was between threshold and target or between target and maximum, the amount of the payout was interpolated.

CORPORATE GOALS Operational Excellence (35% KPI) 30% based on 2017 Same Store NOI performance 5% based on customer satisfaction scores Redevelopment and Portfolio Management (15% of KPI) Based on redevelopment and development investment and returns, and transactions that enhance Aimco’s objectives regarding portfolio quality. Balance Sheet (5% of KPI) Based on leverage ratios and balance sheet activities adding financial. flexibility Team and Culture (10% of KPI) 5% based on team member engagement scores 5% based on on-site engagement, retention and efficiency Based on AFFO per share Financial Results (35% of KPI)

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The following is a tabular presentation of the performance criteria and results for 2017, explained in detail in the paragraphs that follow: