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): January 5, 2021
Independence Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-36041 |
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26-4567130 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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of incorporation) |
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File Number) |
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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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock |
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IRT |
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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. ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On January 5, 2021, Lisa Washington was appointed as a Director of Independence Realty Trust, Inc. (the “Company”). In connection with Ms. Washington’s appointment, the size of the Company’s Board of Directors was increased from six to seven.
The Board of Directors has determined that Ms. Washington is an independent director under the listing standards of the New York Stock Exchange. There are no arrangements or understandings between Ms. Washington and any other person pursuant to which Ms. Washington was selected as a Director and there are no transactions between the Company and Ms. Washington or any of her immediate family members that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment, Ms. Washington will be eligible for compensation under the Company’s standard compensation program for non-employee Directors, as described in the Company’s proxy statement for its 2020 annual meeting of stockholders filed with the Securities and Exchange Commission on March 25, 2020. Given the timing of her appointment to the Board, Ms. Washington will receive a pro-rata portion of the annual cash retainer provided for in the program. The Company has entered into an indemnification agreement with Ms. Washington in substantially the same form that the Company has entered into with its other directors and executive officers. The form of the indemnification agreement was filed as Exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2019.
The Company’s press release announcing the appointment of Ms. Washington is attached to this Current Report on Form 8-K as Exhibit 99.1.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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Independence Realty Trust, Inc. |
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January 5, 2021 |
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By: |
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/s/ James J. Sebra |
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Name: |
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James J. Sebra |
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Title: |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
Independence Realty Trust Appoints Lisa Washington to Board of Directors
PHILADELPHIA – (BUSINESS WIRE) – January 5, 2021 — Independence Realty Trust, Inc. (NYSE: IRT) (“IRT”) announced today the appointment of Lisa Washington as an independent director to IRT’s Board of Directors, effective January 5, 2021. The appointment increases the size of the Board from six to seven directors.
“Lisa brings to IRT her expertise as an accomplished legal executive and corporate officer,” said Scott Schaeffer, IRT’s Chairman and CEO. “Lisa has more than 25 years of experience in corporate governance and public company compliance. She will add a valuable perspective to our company and be an important contributor as IRT continues to grow and deliver value for our stakeholders.”
“The appointment represents IRT’s ongoing commitment to Board refreshment, ensuring diversity of thought and experience. Lisa is our third new board member over the past three years and joins fellow directors who have been invaluable in their stewardship of IRT.”
Since September 2019, Ms. Washington has served as Chief Legal Officer and a Senior Vice President of WSFS Financial Corporation (NASDAQ: WSFS), the financial services holding company of Wilmington Savings Fund Society, a community bank headquartered in Delaware and the greater Philadelphia region. Prior to this role, Ms. Washington was the Chief Legal Officer and Secretary of Atlas Energy Group, LLC, an energy exploration and production company. Earlier in her career, Ms. Washington was an attorney in the business department of the law firm of Blank Rome LLP and a litigation associate at Fox Rothschild LLP, both in Philadelphia.
In addition, Ms. Washington is active in community service, serving as Chair of the Board of JEVS Human Services, Inc., a not-for-profit social service organization focused on enhancing the employability, independence, and quality of life of individuals through a broad range of programs, and is also a Board Member and Secretary of the Rosenbach Museum & Library in Philadelphia.
Ms. Washington holds a J.D. from the University of Pennsylvania Law School, an M.B.A. in Public Policy and Finance from The Wharton School, and an A.B. in Comparative Literature from Princeton University.
About Independence Realty Trust, Inc.
Independence Realty Trust (NYSE: IRT) is a real estate investment trust that owns and operates multifamily apartment properties across non-gateway U.S. markets, including Atlanta, Louisville, Memphis, and Raleigh. IRT’s investment strategy is focused on gaining scale within key amenity rich submarkets that offer good school districts, high-quality retail and major employment centers. IRT aims to provide stockholders attractive risk-adjusted returns through diligent portfolio management, strong operational performance, and a consistent return on capital through distributions and capital appreciation. More information may be found on the Company’s website www.irtliving.com.
Independence Realty Trust, Inc.
Edelman Financial Communications & Capital Markets
Ted McHugh and Lauren Torres
917-365-7979
IRT@edelman.com