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 16, 2017

 

Independence Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-36041

 

26-4567130

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

Two Liberty Place

50 S. 16 th Street, Suite 3575

Philadelphia, Pennsylvania, 19102

(Address of Principal Executive Office) (Zip Code)

 

(267) 270-4800

(Registrant’s telephone number, including area code)

 

Two Logan Square

100 N. 18 th Street, 23 rd Floor

Philadelphia, Pennsylvania, 19103

(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 (see General Instructions A.2 below):

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

 

At Independence Realty Trust, Inc.’s (“ IRT ”) Annual Meeting of Stockholders held on May 16, 2017, pursuant to the Notice of Annual Meeting of Stockholders and Proxy Statement (the “ Proxy Statement ”) dated April 4, 2017 filed April 4, 2017 with the Securities and Exchange Commission (the “ SEC ”), the voting results were as follows:

 

 

(a)

Proposal 1.    Each of the following nominees was elected to the Board of Directors as follows:

 

Director

Votes For

Votes Against

Votes Abstain

Broker Non-Vote

Scott F. Schaeffer

39,569,595

1,120,399

107,624

18,002,374

William C. Dunkelberg, Ph.D.

29,499,252

11,169,594

128,772

18,002,374

Robert F. McCadden

33,456,529

7,213,937

127,152

18,002,374

Mack D. Pridgen III

39,952,108

722,609

122,901

18,002,374

Richard H. Ross

38,173,729

2,500,992

122,897

18,002,374

DeForest B. Soaries, Jr., D.Min.

33,347,981

7,324,066

125,571

18,002,374

 

 

(b)

Proposal 2.   The proposal to approve the selection of KPMG LLP as IRT’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved as follows:

 

Votes For

Votes Against

Votes Abstain

Broker Non-Vote

57,477,663

1,148,564

173,765

0

 

 

(c)

Proposal 3.    The proposal to approve, on an advisory basis, the compensation of the named executives, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis and the other related disclosure, was approved as follows:

 

Votes For

Votes Against

Votes Abstain

Broker Non-Vote

38,758,067

1,696,141

343,410

18,002,373

 



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.

 

 

Independent Realty Trust, Inc.

 

 

 

Date: May 19, 2017

By:

/s/ James J. Sebra

 

 

James J. Sebra

 

 

Chief Financial Officer and Treasurer