IVT 8-K
InvenTrust Properties Corp. (IVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
Director Appointment
On February 19, 2025, the Board of Directors (the “Board”) of InvenTrust Properties Corp. (the “Company”) increased the size of the Board from nine to ten members and appointed Julie M. Swinehart to the Board effective February 19, 2025, to hold office until the Company’s 2025 annual meeting of stockholders and until her successor has been duly elected and qualified. The Board also appointed Ms. Swinehart as a member of the Audit Committee and Compensation Committee of the Board.
There is no arrangement or understanding between Ms. Swinehart and any other person pursuant to which Ms. Swinehart was selected as a director. Ms. Swinehart does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Swinehart will be entitled to compensation for her service on the Board on the same basis as all other non-employee directors of the Company, pursuant to the InvenTrust Properties Corp. Director Compensation Program.
Directors Not Standing For Re-Election
On February 19, 2025, Michael A. Stein notified the Board that he does not intend to seek re-election as a director of the Board at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) due to the Company’s mandatory retirement age under the Company’s Corporate Governance Guidelines. Mr. Stein’s decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On February 19, 2025, Thomas F. Glavin notified the Board that he does not intend to seek re-election as a director of the Board at the 2025 Annual Meeting. Mr. Glavin’s decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Immediately following the adjournment of the 2025 Annual Meeting and expiration of Messrs. Stein’s and Glavin’s term as directors on the Board, the number of directors constituting the entire Board will be decreased from ten (10) directors to eight (8) directors.
| Item 7.01 | Regulation FD Disclosure. |
On February 19, 2025, the Company issued a press release announcing the appointment of Julie M. Swinehart as a new director of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Document Description | |
| 99.1 | Press Release, dated February 19, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: February 19, 2025 | By: | /s/ Christy L. David | ||||
| Name: | Christy L. David | |||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | |||||
Exhibit 99.1
InvenTrust Properties Announces Appointment of Julie M. Swinehart to Board of Directors
DOWNERS GROVE, III – February 19, 2025 – InvenTrust Properties Corp. (“InvenTrust” or the “Company”) (NYSE: IVT) is pleased to announce the appointment of Julie M. Swinehart to its Board of Directors, effective immediately. Ms. Swinehart brings extensive financial expertise and leadership experience in the real estate industry, further strengthening the Company’s governance and strategic vision.
Ms. Swinehart currently serves as Executive Vice President and Chief Financial Officer of Fenway Sports Group, a global sports, marketing, media, entertainment, and real estate company. Prior to her role at Fenway Sports Group, she was the Executive Vice President, Chief Financial Officer & Treasurer at Retail Properties of America, Inc. (“RPAI”), where she played a key role in the company’s financial strategy until its merger with Kite Realty Group Trust in 2021. Ms. Swinehart will join the Board as an independent director and member of both the Audit and Compensation Committees.
“We are thrilled to welcome Julie to the InvenTrust Board of Directors,” said DJ Busch, President and Chief Executive Officer of InvenTrust. “Her deep expertise in finance and retail real estate will bring valuable insights to our team as we continue executing our strategic initiatives.”
Jay Whitehurst, Chairman of the Board, added, “Julie’s impressive background and extensive industry knowledge make her an outstanding addition to our Board. We look forward to benefiting from her input and leadership as we drive long-term value for our stockholders.”
Ms. Swinehart has held various accounting and financial reporting positions including the role of the Chief Accounting Officer at RPAI. Earlier in her career, Ms. Swinehart was a Manager of External Reporting at Equity Office Properties Trust for two years, and she spent eight years in public accounting in the audit practices of Arthur Andersen LLP and Deloitte & Touche LLP. Ms. Swinehart holds a B.S. in accountancy from the University of Illinois at Urbana-Champaign and is a Certified Public Accountant.
Commenting on her appointment, Ms. Swinehart said, “I am honored to join InvenTrust’s Board and collaborate with such a strong leadership team. I look forward to contributing my experience and perspectives as the Company continues to enhance its portfolio and position itself for future success.”
For Additional Information
Investor Relations
Dan Lombardo
Vice President of Investor Relations
630-570-0605
About InvenTrust Properties Corp.
InvenTrust Properties Corp. (“we,” the “Company,” “our,” “us,” “IVT” or “InvenTrust”) is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires and manages grocery-anchored neighborhood and community centers as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure. A trusted, local operator bringing real estate expertise to its tenant relationships, IVT has built a strong reputation with market participants across its portfolio.
Availability of Information on InvenTrust Properties Corp.’s Website and Social Media Channels
Investors and others should note that InvenTrust routinely announces material information to investors and the marketplace using U.S. Securities and Exchange Commission filings, press releases, public conference calls, webcasts and the InvenTrust investor relations website. The Company uses these channels as well as social media channels (e.g., the InvenTrust X account (x.com/inventrustprop); and the InvenTrust LinkedIn account (linkedin.com/company/inventrustproperties) as a means of disclosing information about the Company’s business to our colleagues, investors, and the public. While not all of the information that the Company posts to the InvenTrust investor relations website or on the Company’s social media channels is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in InvenTrust to review the information that it shares on www.inventrustproperties.com/investor-relations and on the Company’s social media channels.