InvenTrust Properties Corp 8-K, filed May 7, 2021
InvenTrust Properties Corp. (IVT)
8-K
2021-05-07
For: 2021-05-06
View Original
Added on
April 10, 2026
About this 8-K
InvenTrust Properties Corp filed this 8-K on May 7, 2021, reporting on events of May 6, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 6, 2021
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
(855 ) 377-0510
(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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock | N/A | N/A | ||||||||||||
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 6, 2021, InvenTrust Properties Corp. (the “Company”) held its 2021 annual meeting of stockholders and held a stockholder vote on Proposals 1, 2, 3 and 4 as described in the Company’s proxy statement.
The stockholders voted on Proposal 1, electing the eight nominees named below to serve as directors until the next annual meeting of stockholders or as otherwise provided in the Company’s governing documents. The final results of the election of directors were as follows:
| Nominee | For | Withhold | Broker Non-Votes | |||||||||||||||||
| Stuart Aitken | 127,122,861 | 16,274,904 | 220,865,958 | |||||||||||||||||
| Amanda Black | 127,856,782 | 15,540,983 | 220,865,958 | |||||||||||||||||
| Thomas F. Glavin | 126,818,228 | 16,579,537 | 220,865,958 | |||||||||||||||||
| Thomas P. McGuinness | 125,769,825 | 17,627,940 | 220,865,958 | |||||||||||||||||
| Scott A. Nelson | 127,277,278 | 16,120,487 | 220,865,958 | |||||||||||||||||
| Paula J. Saban | 127,254,595 | 16,143,170 | 220,865,958 | |||||||||||||||||
| Michael A. Stein | 126,868,940 | 16,528,825 | 220,865,958 | |||||||||||||||||
| Julian E. Whitehurst | 127,195,315 | 16,202,450 | 220,865,958 | |||||||||||||||||
In addition to electing directors, the stockholders voted on and approved Proposal 2, to ratify the audit committee’s selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The final results for the approval of Proposal 2 were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 354,136,386 | 5,331,054 | 4,796,283 | 0 | ||||||||||||||||||||
Also, the stockholders voted on and approved Proposal 3, to approve on an advisory non-binding basis, a resolution approving the compensation of our named executive officers (say on pay). The final results for the approval of Proposal 3 were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 113,360,596 | 18,302,099 | 11,735,070 | 220,865,958 | ||||||||||||||||||||
Finally, the stockholders voted on and approved Proposal 4, to approve on a non-binding advisory basis, a three-year frequency for future say on pay votes. The final results for the approval of Proposal 4 were as follows:
| 3 Year | 2 Year | 1 Year | Abstain | ||||||||||||||||||||
| 89,636,504 | 7,123,739 | 32,645,385 | 13,992,137 | ||||||||||||||||||||
| Item 7.01. | Regulation FD Disclosure | ||||
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a copy of a presentation used by the management team of InvenTrust Properties Corp. in its virtual shareholder meeting webcast held on May 6, 2021.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly stated by specific reference in such filing.
______________________________________
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
SIGNATURE
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.
| INVENTRUST PROPERTIES CORP. | |||||||||||||||||||||||
| Date: May 7, 2021 | By: | /s/ Christy L. David | |||||||||||||||||||||
| Name: | Christy L. David | ||||||||||||||||||||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | ||||||||||||||||||||||
Annual Shareholder Meeting May 6, 2021 Essential Retail. Smart Locations.®
Forward-Looking Statements in this presentation, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representation, plans or predictions of the future and are typically identified by words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, potential adverse effect of the COVID-19 pandemic, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets, market, political and economic volatility experienced by the U.S. economy or real estate industry as a whole, and the regional and local political and economic conditions in the markets in which our properties are located; competitive business market conditions experienced by our retail tenants and shadow anchor retailers, such as challenges competing with e-commerce channels; our ability to execute on our business strategy and enhance stockholder value; and our ability to manage our debt. For further discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see the Risk Factors included in InvenTrust’s most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the Securities and Exchange Commission. InvenTrust intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this presentation. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward- looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. The companies depicted in the photographs or otherwise herein may have proprietary interests in their trade names and trademarks and nothing herein shall be considered to be an endorsement, authorization or approval of InvenTrust Properties Corp. by the companies. Further, none of these companies are affiliated with InvenTrust Properties Corp. in any manner. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor there be any sale of securities referred to in this letter, in any jurisdiction in which any such offer, solicitation or sale is not permitted. Forward Looking Statements
Essential Retail. Smart Locations.® | 2021 3 Opening Remarks Tom McGuinness - CEO
Essential Retail. Smart Locations.® | 2021 4 InvenTrust Emerging from the Pandemic • The administration of the COVID vaccine provides a light at the end of the tunnel for the retail sector: IVT has guarded optimism that retail health will continue to improve • IVT properties demonstrated resiliency during the pandemic: rent collections exceeded the peer group average; IVT maintained, and increased, dividend distributions to our shareholders • Substantial liquidity with no immediate capital needs: fortress balance sheet in place with no large scale redevelopment risk • Corporate culture in full display: team adapted to an ever-changing remote work landscape & business environment
Essential Retail. Smart Locations.® | 2021 5 Essential Retail. Smart Locations 65 Retail Properties 13 Sun-Belt Markets (~20 MSAs) 18% Net Leverage Ratio 3 $2.89 Estimated Share Value96% Q4 Rent Collected $2.8B Gross Asset Value 2 2.7% Dividend Yield85% Grocery-Anchored 1
Essential Retail. Smart Locations.® | 2021 6 Geography: Sun-Belt Focused Operating teams located within two-hour drive of 90% of properties 1 Florida 19% Southern California 12% Texas 35% Atlanta 12% North Carolina 12% Other 10% 2021B Pro-Rata NOI
Essential Retail. Smart Locations.® | 2021 7 Grocery-Anchored Centers: Predictable & Durable Income Grocery Anchored – Neighborhood & Community Centers 63% Power Center - No Grocer 15% Power Center with Grocer 22% 85% Grocery Anchored 1 By Net Operating Income NOI from Grocery-Anchored Centers 17% 16% 10% 7% 15% 20%
Essential Retail. Smart Locations.® | 2021 8 Portfolio Composition: Essential Tenants 1 Essential Retail: Tenants open and operating, providing consumers with immediate needs Restaurants: 19% of Pro Rata ABR ~11% Quick Service ~8% Full Service Essential Retail: 44% of Pro Rata ABR Other Retail / Services: 37% of Pro Rata ABR Grocery / Drug 21% Medical 8% Office/ Communications 5% Banks 4% Pets 3% Other Essential Retail/Services 2% Hardware/Auto 1% Restaurants 19% Soft Goods 18% Personal Service 12% Fitness 3% Entertainment 1% Other 3%
Essential Retail. Smart Locations.® | 2021 96% 85% 82% 80% 77% 75% 70% 67% 67% 66% 50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100% ROIC IVT WRI REG KIM KRG BRX SITC RPT RPAI Grocery Anchored 9 Grocery Concentration versus Retail Peers 1 Higher Grocery Concentration Lower Grocery Concentration
Essential Retail. Smart Locations.® | 2021 10 • Below 20% net leverage with no unsecured maturities until 2023 • Year-end line of credit balance has been fully repaid • Significant cash reserve and low leverage balance sheet to fund dividend payments and strategic portfolio growth Flexible & Conservative Capital Structure 75% 9% 16% Capital Structure 1 Equity (NAV) Secured Debt Unsecured Debt $0 $100 $200 $300 $400 $500 2021 2022 2023 2024 2025 2026 Maturity Schedule 2 Secured Debt Unsecured Debt LOC Draw
Essential Retail. Smart Locations.® | 2021 11 Fifth Consecutive Annual Dividend Increase $0.0675 $0.0695 $0.0716 $0.0737 $0.0759 $0.0782 $0.060 $0.065 $0.070 $0.075 $0.080 2016 2017 2018 2019 2020 2021
Essential Retail. Smart Locations.® | 2021 12 Recent Company Updates & Announcements • A CEO succession program and Tom McGuinness’ retirement • Tom retiring in August and will remain on the Board until 2022 • Daniel (DJ) Busch appointed President / Christy David appointed COO in February • In August, DJ will assume CEO role & Mike Phillips will assume CFO and Treasurer roles • The Reinstatement of the Share Repurchase Program • Opens May 14th • Five Categories – Death, Disability, RMD, Small Accounts & General • Next redemption date – June 25th • Share repurchased at 25% discount to ESV = $2.17
Essential Retail. Smart Locations.® | 2021 13 2021 Strategic Priorities Commons at University Place Durham, NC Properties Grocery-anchored centers in Sun-Belt markets with favorable demographics Platform Simple, focused, and flexible in both the portfolio and capital structure Team Deep real estate expertise embedded in our markets close to our assets Culture Innovative, collegial, and accountable InvenTrust’s platform is well- positioned to evaluate a potential liquidity event when market conditions are appropriate
14 Q & A
Essential Retail. Smart Locations.® | 2021 15 Footnotes Page 5 1. By 2020A NOI at pro-rata share. NOI percentages include shadow-anchored grocery store tenants. Walmart, Target and warehouse clubs are considered grocers, regardless of whether the box is owned by the REIT or shadow anchored 2. Gross asset value includes (a) wholly owned retail properties, (b) properties owned by IAGM joint venture at share, and (c) cash 3. Net Leverage Ratio is net debt divided by enterprise value as of December 31, 2020 Page 7 1. By 2020A NOI at pro-rata share. NOI percentages include shadow-anchored grocery store tenants. Walmart, Target and warehouse clubs are considered grocers, regardless of whether the box is owned by the REIT or shadow anchored Page 8 1. By pro-rata ABR including ground leases as of December 31, 2020. Page 9 1. Per Q4 2020 company filings. Data utilizes company disclosed metrics for percentages (i.e. NOI, ABR, value) Page 10 1. As of December 31, 2020 2. As of December 31, 2020. Remaining $50M revolver balance was repaid on March 11, 2021.