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
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Date of Report (Date of earliest event reported): November 05, 2026 |
Inland Real Estate Income Trust, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
000-55146 |
45-3079597 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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2901 Butterfield Road |
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Oak Brook, Illinois |
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60523 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (630) 218-8000 |
(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:
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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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None |
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N/A |
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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 November 5, 2026, Inland Real Estate Income Trust, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). In connection with the Annual Meeting, proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. A total of 18,474,365 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing 51.30% of the issued and outstanding shares entitled to vote at the Annual Meeting. A quorum was present in accordance with the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”). Matters voted upon by the Company’s stockholders were: (i) the election of three nominees listed below to serve as Class II Directors; (ii) the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (iii) the adoption of a non-binding advisory resolution approving the executive compensation of the Company’s named executive officers.
The voting results for each proposal voted upon by stockholders, including the number of votes cast for or against, votes withheld, abstentions and broker non-votes, as applicable, were as follows:
Proposal 1 – Election of Class II Directors
Under the Bylaws, directors are elected by a plurality of the votes cast. Accordingly, withheld votes and broker non-votes have no effect on the election of directors. All three nominees for Class II Directors listed in the Proxy Statement were elected with the following vote:
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Class II Director Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Anthony Chereso |
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4,696,670 |
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459,281 |
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13,318,414 |
Stephen L. Davis |
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4,667,481 |
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488,470 |
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13,318,414 |
Alan Feldman |
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4,679,960 |
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475,991 |
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13,318,414 |
Each Class II Director will continue in office for a term of three years until the 2029 Annual Meeting of Stockholders and his or her successor has been duly elected and qualifies, or until his or her earlier removal, resignation, death or retirement.
Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm
Ratification of the selection of KPMG LLP required the affirmative vote of a majority of votes cast on the proposal. Abstentions were not treated as votes cast and therefore had no effect on the outcome. The ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved with the following vote:
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For |
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Against |
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Abstain |
18,132,714 |
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133,962 |
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207,689 |
Proposal 3 – Non-Binding Advisory Vote on Executive Compensation
Approval of the advisory resolution on executive compensation required the affirmative vote of a majority of votes cast on the proposal. Abstentions and broker non-votes were not considered votes cast and therefore had no effect on the outcome. The non-binding advisory vote on the Company’s named executive officer compensation was approved with the following vote:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
3,813,123 |
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927,628 |
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415,200 |
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13,318,414 |
No other proposals were submitted to a vote of the stockholders at the Annual Meeting.
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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INLAND REAL ESTATE INCOME TRUST, INC. |
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Date: |
November 6, 2026 |
By: |
/s/ Jerry Kyriazis |
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Jerry Kyriazis
Chief Financial Officer and Treasurer |
