Independence Realty Trust (IRT) shareholders back board, KPMG and annual say-on-pay

Rhea-AI Filing Summary

Independence Realty Trust, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving over 186 million votes for and substantial broker non-votes typical of street-name holdings.

Stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 207,135,331 votes for and 4,765,876 against. An advisory resolution approving executive compensation received 193,704,256 votes for and 4,503,190 against. In a separate advisory vote, stockholders favored holding future advisory votes on executive compensation every year, and the company plans to conduct these votes annually until the next required frequency vote, which will occur no later than the 2032 annual meeting.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for KPMG ratification: 207,135,331 votes Votes for executive compensation: 193,704,256 votes Votes for 1-year say-on-pay frequency: 194,570,544 votes +3 more

6 metrics

Votes for KPMG ratification 207,135,331 votes Ratification of KPMG as auditor for year ending December 31, 2026

Votes for executive compensation 193,704,256 votes Advisory say-on-pay resolution at 2026 Annual Meeting

Votes for 1-year say-on-pay frequency 194,570,544 votes Advisory vote on frequency of future say-on-pay votes

Votes against KPMG ratification 4,765,876 votes Opposition votes on auditor ratification item

Broker non-votes on say-on-pay 13,470,760 votes Broker non-votes for advisory executive compensation resolution

Latest year for next frequency vote 2032 Next required vote on say-on-pay frequency will be no later than 2032 meeting

Key Terms

broker non-votes, advisory, non-binding resolution, frequency of future advisory votes, independent registered public accounting firm

4 terms

broker non-votes financial

"Broker Non-Votes | 13,470,760"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory, non-binding resolution regulatory

"an advisory, non-binding resolution on the Company’s executive compensation"

frequency of future advisory votes regulatory

"an advisory, non-binding resolution on the frequency of future advisory votes on the Company’s executive compensation"

independent registered public accounting firm financial

"the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

false 0001466085 0001466085 2026-05-13 2026-05-13

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 13, 2026

Independence Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

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

☐	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))

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  ☐

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 13, 2026, Independence Realty Trust, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders. The Company’s stockholders voted on: (1) the election of nine directors to the Company's Board, each to serve for a term expiring at the Company’s 2027 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, 2026, (3) an advisory, non-binding resolution on the Company’s executive compensation and (4) an advisory, non-binding resolution on the frequency of future advisory votes on the Company’s executive compensation. The tables below show the voting results.

Proposal 1: Election of Nine Directors.  

Director		Votes For				Votes Against				Abstentions				Broker Non-Votes
Scott F. Schaeffer			193,549,267				4,869,915				195,625				13,470,761
Ned W. Brines			196,073,881				2,354,527				186,400				13,470,760
Richard D. Gebert			196,864,881				1,510,629				239,298				13,470,760
Melinda H. McClure			194,087,833				4,284,050				242,924				13,470,761
James J. Sebra			186,995,992				11,381,848				236,969				13,470,759
Ana Marie del Rio			197,777,191				653,316				184,301				13,470,760
Deforest B. Soaries, Jr., D. Min.			193,857,802				4,512,877				244,127				13,470,762
Lisa Washington			195,537,699				1,481,332				1,595,777				13,470,760
Craig Macnab			197,749,072				623,966				241,770				13,470,760

Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2026.  

Votes For			Votes Against				Abstentions				Broker Non-Votes
207,135,331				4,765,876				184,358				0

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

Votes For			Votes Against				Abstentions				Broker Non-Votes
193,704,256				4,503,190				407,362				13,470,760

Proposal 4: Advisory, non-binding resolution on the frequency for future advisory votes on executive compensation.  

Every 1 Year			Every 2 Years				Every 3 Years				Abstentions				Broker Non-Votes
194,570,544				48,578				3,673,105				322,577				13,470,764

The Company has considered the stockholder vote regarding the frequency of stockholder advisory votes on the Company’s executive compensation and intends to hold an advisory vote on the Company’s executive compensation every year until the next vote on frequency, which will be no later than the Company’s Annual Meeting of Stockholders in 2032.

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 13, 2026	By:	/s/ James J. Sebra
	Name:	James J. Sebra
	Title:	President and Chief Financial Officer

FAQ

What did Independence Realty Trust (IRT) stockholders approve at the 2026 annual meeting?

Stockholders elected nine directors, ratified KPMG LLP as auditor, approved an advisory executive compensation resolution, and chose an annual say-on-pay frequency. These outcomes confirm the existing board slate, audit relationship, and compensation approach for the coming year.

How did Independence Realty Trust (IRT) vote on ratifying KPMG as auditor for 2026?

Stockholders voted to ratify KPMG LLP as the independent registered public accounting firm with 207,135,331 votes for, 4,765,876 against, and 184,358 abstentions. This strong majority supports continuing KPMG’s role for the year ending December 31, 2026.

What were the say-on-pay results for Independence Realty Trust (IRT) in 2026?

The advisory vote on executive compensation received 193,704,256 votes for, 4,503,190 against, 407,362 abstentions, and 13,470,760 broker non-votes. This indicates broad, though not unanimous, support for the company’s current executive pay programs and policies.

How often will Independence Realty Trust (IRT) hold advisory votes on executive compensation?

Stockholders favored an annual advisory vote, with 194,570,544 votes for a 1-year frequency. The company intends to hold say-on-pay votes every year until the next frequency vote, which will be held no later than the 2032 annual meeting.

Were all Independence Realty Trust (IRT) director nominees elected in 2026?

All nine director nominees were elected, each receiving at least 186,995,992 votes for. Individual support levels varied slightly, and each election included some votes against, abstentions, and 13,470,759–13,470,762 broker non-votes depending on the nominee.

Filing Exhibits & Attachments

4 documents

Other Documents

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