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

    5/13/26 4:15:14 PM ET
    $IRT
    Real Estate Investment Trusts
    Real Estate
    Get the next $IRT alert in real time by email
    irt20260512_8k.htm
    false 0001466085 0001466085 2026-05-13 2026-05-13
     


    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 13, 2026
     

     
    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 13, 2026, Independence Realty Trust, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders. The Company’s stockholders voted on: (1) the election of nine directors to the Company's Board, each to serve for a term expiring at the Company’s 2027 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, 2026, (3) an advisory, non-binding resolution on the Company’s executive compensation and (4) an advisory, non-binding resolution on the frequency of future advisory votes on the Company’s executive compensation. The tables below show the voting results.
     
     
    Proposal 1:
    Election of Nine Directors.
     
    Director
     
    Votes For
       
    Votes Against
       
    Abstentions
       
    Broker Non-Votes
     
    Scott F. Schaeffer
        193,549,267       4,869,915       195,625       13,470,761  
    Ned W. Brines
        196,073,881       2,354,527       186,400       13,470,760  
    Richard D. Gebert
        196,864,881       1,510,629       239,298       13,470,760  
    Melinda H. McClure
        194,087,833       4,284,050       242,924       13,470,761  
    James J. Sebra
        186,995,992       11,381,848       236,969       13,470,759  
    Ana Marie del Rio
        197,777,191       653,316       184,301       13,470,760  
    Deforest B. Soaries, Jr., D. Min.
        193,857,802       4,512,877       244,127       13,470,762  
    Lisa Washington
        195,537,699       1,481,332       1,595,777       13,470,760  
    Craig Macnab
        197,749,072       623,966       241,770       13,470,760  

     
    Proposal 2:
    Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2026.
     
    Votes For
       
    Votes Against
       
    Abstentions
       
    Broker Non-Votes
     
    207,135,331       4,765,876       184,358       0  
     
    Proposal 3:
    Advisory, non-binding resolution on the Company’s executive compensation program.
     
    Votes For
       
    Votes Against
       
    Abstentions
       
    Broker Non-Votes
     
    193,704,256       4,503,190       407,362       13,470,760  
     
     
    Proposal 4:
    Advisory, non-binding resolution on the frequency for future advisory votes on executive compensation.
     
    Every 1 Year
       
    Every 2 Years
       
    Every 3 Years
       
    Abstentions
       
    Broker Non-Votes
     
    194,570,544       48,578       3,673,105       322,577       13,470,764  
     
    The Company has considered the stockholder vote regarding the frequency of stockholder advisory votes on the Company’s executive compensation and intends to hold an advisory vote on the Company’s executive compensation every year until the next vote on frequency, which will be no later than the Company’s Annual Meeting of Stockholders in 2032.
     
     

     
     
     
    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 13, 2026 By: /s/ James J. Sebra
      Name: James J. Sebra
      Title: President and Chief Financial Officer
     
     
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