InvenTrust Properties Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$IVT
Real Estate Investment Trusts
Real Estate
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, 2025
(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:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.001 par value | IVT | New York Stock Exchange | ||||||||||||
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, 2025, InvenTrust Properties Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders at which stockholders voted on Proposals 1, 2 and 3, as described in the Company’s definitive 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 and until their successors are duly elected and quality. The final results of the election of directors were as follows:
| Nominee | For | Withhold | Broker Non-Votes | |||||||||||||||||
| Stuart W. Aitken | 48,301,307 | 466,880 | 8,185,305 | |||||||||||||||||
| Amanda E. Black | 48,519,656 | 248,531 | 8,185,305 | |||||||||||||||||
| Daniel J. Busch | 48,557,948 | 210,239 | 8,185,305 | |||||||||||||||||
| Scott A. Nelson | 48,430,323 | 337,864 | 8,185,305 | |||||||||||||||||
| Paula J. Saban | 47,577,601 | 1,190,586 | 8,185,305 | |||||||||||||||||
| Smita N. Shah | 48,428,630 | 339,557 | 8,185,305 | |||||||||||||||||
| Julie M. Swinehart | 48,567,733 | 200,454 | 8,185,305 | |||||||||||||||||
| Julian E. Whitehurst | 48,513,496 | 254,691 | 8,185,305 | |||||||||||||||||
Next, the stockholders voted on and approved Proposal 2, ratifying the selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The final results
for the approval of Proposal 2 were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 55,727,439 | 1,105,107 | 120,946 | 0 | |||||||||||||||||
Finally, the stockholders voted on and approved Proposal 3, approving, 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 | |||||||||||||||||
| 45,934,586 | 2,512,547 | 321,054 | 8,185,305 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 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: May 9, 2024 | By: | /s/ Christy L. David | |||||||||||||||||||||
| Name: | Christy L. David | ||||||||||||||||||||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | ||||||||||||||||||||||