8-K

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 18, 2022

_____________________________________________

Independence Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________

Maryland	001-36041	26-4567130
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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 o

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. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2022, Independence Realty Trust, Inc. (the “Company”) held its 2022 Annual Meeting of

Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2022 Long Term Incentive Plan (the “Plan”). The description of the Plan included in the Company’s proxy statement filed with the Securities and Exchange Commission on March 18, 2022 is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on: (1) the election of ten directors, each to serve for a term expiring at the Company’s 2023 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, 2022, (3) an advisory, non-binding resolution on the Company’s executive compensation and (4) approval of the Plan. The tables below show the voting results.

Proposal 1: Election of Ten Directors.

Trustee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Scott F. Schaeffer	135,345,043	3,454,851	1,166,890	30,899,163
Stephen R. Bowie	138,863,427	401,249	702,108	30,899,163
Ned W. Brines	138,363,585	920,001	683,198	30,899,163
Richard D. Gebert	134,682,123	4,588,889	695,772	30,899,163
Melinda H. McClure	131,141,859	8,178,210	646,715	30,899,163
Ella S. Neyland	136,887,928	2,431,364	647,492	30,899,163
Thomas H. Purcell	138,720,343	397,232	849,209	30,899,163
Ana Marie del Rio	138,614,843	694,152	657,789	30,899,163
Deforest B. Soaries, Jr., D. Min.	135,482,489	3,795,530	688,765	30,899,163
Lisa Washington	138,675,879	584,983	705,922	30,899,163

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, 2022.

Votes For	Votes Against	Abstentions	Broker Non-Votes
168,060,128	2,055,792	750,027	0

Proposal 3: Advisory, non-binding resolution on the Company’s executive compensation.

Votes For	Votes Against	Abstentions	Broker Non-Votes
135,189,780	3,525,691	1,251,313	30,899,163

Proposal 4: Approval of the Company’s 2022 Long Term Incentive Plan.

Votes For	Votes Against	Abstentions	Broker Non-Votes
127,269,773	11,539,843	1,157,168	30,899,163

Item 8.01    Other Events.

On May 18, 2022, the Board of Directors of the Company authorized a common stock repurchase program covering up to $250,000,000 in shares of common stock of the Company and increased the quarterly dividend to $0.14 per share of IRT common stock, which represents a 17% increase in the dividend over the prior quarterly rate of $0.12 per share. The dividend is payable on July 22, 2022 to shareholders of record at the close of business on July 1, 2022. Under the repurchase program, the Company, in its discretion, may purchase its shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors, including the price and availability of the Company’s shares, trading volume and general market conditions. The repurchase program has no time limit and may be suspended or discontinued at any time.

A copy of the press release announcing the repurchase program and quarterly dividend increase is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

10.1	Independence Realty Trust, Inc. 2022 Long Term Incentive Plan, incorporated by reference toAppendix Cto IRT's Definitive Proxy Statement onSchedule14A filed on March18, 2022.
99.1	Share Repurchase Press Release
104	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.

	Independence Realty Trust, Inc.
May 18, 2022	By:	/s/ James J. Sebra
	Name:	James J. Sebra
	Title:	Chief Financial Officer and Treasurer

3

Document

Exhibit 99.1

Independence Realty Trust Announces $250 Million Share Repurchase Authorization and Increases Quarterly Dividend By 17%

PHILADELPHIA--(BUSINESS WIRE) — May 18, 2022 — Independence Realty Trust, Inc. (NYSE: IRT) (“IRT”) today announced that its Board of Directors authorized a repurchase program of up to $250 million of the Company’s common stock. The Board also approved a quarterly dividend of $0.14 per share of IRT common stock, which represents a 17% increase in the dividend over the prior quarterly rate of $0.12 per share. The dividend is payable on July 22, 2022 to shareholders of record at the close of business on July 1, 2022.

“Today’s announcement underscores the strength of our business model and our balance sheet, while providing us with the flexibility to unlock value for our shareholders,” said Scott Schaeffer, Chairman and CEO of IRT. “We will continue to execute a disciplined capital allocation strategy that balances our organic growth initiatives, while optimizing our leverage position over time and enhancing our capital return program.”

Under the repurchase program, the Company, in its discretion, may purchase its shares of common stock from time to time in the open market or in privately negotiated transactions. The amount and timing of purchases of shares will depend on a number of factors, including the price and availability of the shares, trading volumes and general market conditions. The repurchase program has no time limit and may be suspended or discontinued at any time.

About Independence Realty Trust, Inc.

Independence Realty Trust, Inc. (NYSE: IRT) is a real estate investment trust that owns and operates multifamily apartment properties, across non-gateway U.S. markets including Atlanta, GA, Dallas, TX, Denver, CO, Columbus, OH, Indianapolis, IN, Oklahoma City, OK, Raleigh-Durham, NC, Houston, TX , Nashville, TN, and Memphis, TN. 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.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “will,” “strategy,” “expects,” “seeks,” “believes,” “potential,” or other similar words. These forward-looking statements include, without limitation, our expectations as to the timing and amount of future dividends and anticipated benefits of our capital allocation strategy. Such forward-looking statements involve risks, uncertainties, estimates and assumptions and our actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and not within our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Risks and uncertainties that might cause our future actual results and/or future dividends to differ materially from those expressed or implied

by forward-looking statements include, but are not limited to: risks related to the impact of COVID-19 and other potential future outbreaks of infectious diseases on our financial condition, results of operations, cash flows and performance and those of our residents as well as on the economy and real estate and financial markets; changes in market demand for rental apartment homes and pricing pressures, including from competitors, that could limit our ability to lease units or increase rents or that could lead to declines in occupancy and rent levels; uncertainty and volatility in capital and credit markets, including changes that reduce availability, and increase costs, of capital; inability of tenants to meet their rent and other lease obligations and charge-offs in excess of our allowance for bad debt; legislative restrictions that may delay or limit collections of past due rents; risks endemic to real estate and the real estate industry generally; impairment charges; the effects of natural and other disasters; delays in completing, and cost overruns incurred in connection with, our value add initiatives and failure to achieve projected rent increases and occupancy levels on account of the initiatives; unexpected costs of REIT qualification compliance; unexpected changes in our intention or ability to repay certain debt prior to maturity; inability to sell certain assets within the time frames or at the pricing levels expected; costs and disruptions as the result of a cybersecurity incident or other technology disruption; and share price fluctuations. Please refer to the documents filed by us with the SEC, including specifically the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2021 and our other filings with the SEC, which identify additional factors that could cause actual results to differ from those contained in forward-looking statements. We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law. In addition, the declaration of dividends on our common stock is subject to the discretion of our Board of Directors and depends upon a broad range of factors, including our results of operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, applicable legal requirements and such other factors as our Board of Directors may from time to time deem relevant. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount of the dividend described in this press release.

Independence Realty Trust, Inc.

Edelman Financial Communications & Capital Markets

Ted McHugh and Lauren Torres

917-365-7979

IRT@edelman.com