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  4. [8-K] InvenTrust Properties Corp. Reports Material Event

Shareholders at InvenTrust (NYSE: IVT) back board and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

InvenTrust Properties Corp. reported the results of its 2026 annual stockholder meeting. Stockholders elected eight directors, each receiving over 51.7 million for votes, with broker non-votes of 6,239,343 for each nominee. KPMG LLP was ratified as independent auditor with 57,862,288 votes for and 1,854,681 against.

Stockholders also approved, on an advisory non-binding basis, the compensation of the company’s named executive officers, with 51,900,081 votes for, 1,397,981 against and 308,089 abstentions, along with 6,239,343 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Amanda E. Black 53,149,540 votes Director election at 2026 annual meeting
Votes for Daniel J. Busch 53,108,012 votes Director election at 2026 annual meeting
Broker non-votes on director items 6,239,343 votes Each director election, 2026 annual meeting
Votes for KPMG ratification 57,862,288 votes Auditor ratification for year ending December 31, 2026
Votes against KPMG ratification 1,854,681 votes Auditor ratification proposal, 2026 annual meeting
Votes for say-on-pay 51,900,081 votes Advisory approval of executive compensation
Votes against say-on-pay 1,397,981 votes Advisory approval of executive compensation
broker non-votes financial
"The final results of the election of directors were as follows ... Broker Non-Votes"
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.
independent registered public accounting firm financial
"ratifying the appointment of KPMG LLP to serve 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.
advisory non-binding basis financial
"approving, on an advisory non-binding basis, a resolution approving the compensation"
say-on-pay financial
"the compensation of our named executive officers (“say-on-pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
named executive officers financial
"approving the compensation of our named executive officers (“say-on-pay”)"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Understanding 8-K Material Events →
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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 5, 2026
INVENTRUST PROPERTIES CORP.
(Exact Name of Registrant as Specified in its Charter)

 
Maryland001-4089634-2019608
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
3025 Highland Parkway
Downers Grove, Illinois 60515
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par valueIVTNew 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 5, 2026, InvenTrust Properties Corp. (the “Company”) held its 2026 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:

NomineeForWithholdBroker Non-Votes
Stuart W. Aitken52,567,3191,038,8326,239,343
Amanda E. Black53,149,540456,6116,239,343
Daniel J. Busch53,108,012498,1396,239,343
Scott A. Nelson52,821,315784,8366,239,343
Paula J. Saban51,776,8051,829,3466,239,343
Smita N. Shah52,872,839733,3126,239,343
Julie M. Swinehart53,141,854464,2976,239,343
Julian E. Whitehurst52,758,582847,5696,239,343

Next, the stockholders voted on and approved Proposal 2, ratifying the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The final results for the approval of Proposal 2 were as follows:

ForAgainstAbstainBroker Non-Votes
57,862,2881,854,681128,5250

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:
ForAgainstAbstainBroker Non-Votes
51,900,0811,397,981308,0896,239,343


Item 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith:

Exhibit No.Description
104Cover 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 6, 2026By:/s/ Christy L. David
Name:Christy L. David
Title:Executive Vice President, Chief Operating Officer, General Counsel & Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did InvenTrust Properties Corp. (IVT) shareholders decide at the 2026 annual meeting?

Shareholders elected eight directors, ratified KPMG LLP as independent auditor, and approved executive compensation on an advisory basis. Each director received over 51.7 million votes for, while KPMG received 57,862,288 votes for and 1,854,681 against, indicating broad support.

How did InvenTrust (IVT) shareholders vote on the board of directors?

Shareholders elected eight nominees to the board, each with a strong majority of votes for. For example, Amanda E. Black received 53,149,540 votes for and 456,611 withheld, with 6,239,343 broker non-votes recorded for each director nominee.

Was KPMG LLP ratified as InvenTrust’s (IVT) independent auditor for 2026?

Yes. Stockholders ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 57,862,288 votes for, 1,854,681 against and 128,525 abstentions. There were no broker non-votes reported on this auditor ratification proposal.

How did InvenTrust (IVT) shareholders vote on say-on-pay in 2026?

Shareholders approved, on an advisory non-binding basis, the compensation of the company’s named executive officers. The say-on-pay proposal received 51,900,081 votes for, 1,397,981 against, 308,089 abstentions and 6,239,343 broker non-votes at the 2026 annual meeting.

Who signed the InvenTrust (IVT) report summarizing the 2026 meeting results?

The report was signed on behalf of InvenTrust Properties Corp. by Christy L. David, who serves as Executive Vice President, Chief Operating Officer, General Counsel and Secretary. The signature confirms the company’s official submission of the disclosed voting results.

Filing Exhibits & Attachments

3 documents

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