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    Independence Realty Trust Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/14/25 4:16:11 PM ET
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    Real Estate Investment Trusts
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    irt20250514_8k.htm
    false 0001466085 0001466085 2025-05-14 2025-05-14
     


    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
     

     
    FORM 8-K
     

     
    CURRENT REPORT Pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934
     
    Date of Report (Date of Earliest Event Reported): May 14, 2025
     

     
    Independence Realty Trust, Inc.
    (Exact name of registrant as specified in its charter)
     

     
    Maryland 001-36041 26-4567130
    (State or other jurisdiction 
    of incorporation)
    (Commission
    File Number)
    (I.R.S. Employer
    Identification No.)
     
    1835 Market Street, Suite 2601
    Philadelphia, Pennsylvania, 19103
    (Address of Principal Executive Office) (Zip Code)
     
    (267) 270-4800
    (Registrant’s telephone number, including area code)
     
    N/A
    Former name or former address, if changed since last report
     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Title of each class
    Trading Symbol(s)
    Name of each exchange on which registered
    Common stock
    IRT
    NYSE
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
     
    Emerging growth company  ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
     


     
     

     
     
    Item 5.07         Submission of Matters to a Vote of Security Holders.
     
    On May 14, 2025, Independence Realty Trust, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. The Company’s stockholders voted on: (1) the election of ten directors, each to serve for a term expiring at the Company’s 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, (2) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2025, and (3) an advisory, non-binding resolution on the Company’s executive compensation. The tables below show the voting results.
     
    Proposal 1:  Election of Ten Directors.
     
    Director
     
    Votes For
       
    Votes Against
       
    Abstentions
       
    Broker Non-Votes
     
    Scott F. Schaeffer
        185,717,085       5,259,591       769,585       15,493,639  
    Stephen R. Bowie
        189,540,611       2,006,441       199,209       15,493,639  
    Ned W. Brines
        189,638,279       1,898,742       209,240       15,493,639  
    Richard D. Gebert
        190,314,163       1,170,501       261,597       15,493,639  
    Melinda H. McClure
        187,665,394       3,815,048       265,819       15,493,639  
    James J. Sebra     182,076,008       9,401,070       269,183       15,493,639  
    Ana Marie del Rio
        190,434,859       1,093,824       217,578       15,493,639  
    Deforest B. Soaries, Jr., D. Min.
        187,932,268       3,548,966       265,027       15,493,639  
    Lisa Washington
        189,401,138       1,372,145       972,978       15,493,639  
    Craig Macnab
        190,752,961       726,439       266,861       15,493,639  
     
    Proposal 2:
    Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
     
    Votes For
       
    Votes Against
       
    Abstentions
       
    Broker Non-Votes
     
    204,109,244       2,567,317       563,339       —  
     
    Proposal 3:
    Advisory, non-binding resolution on the Company’s executive compensation program.
     
    Votes For
       
    Votes Against
       
    Abstentions
       
    Broker Non-Votes
     
    186,264,202       4,630,492       851,567       15,493,639  
     
     

     
     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
      Independence Realty Trust, Inc.
         
    May 14, 2025 By: /s/ James J. Sebra
      Name: James J. Sebra
      Title: President and Chief Financial Officer
     
     
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