Independence Realty Trust (IRT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, with voting on director elections, auditor ratification, and executive compensation.

• 2024 business highlights include $1.16 CFFO per share, $0.64 dividends, 3.2% same-store NOI growth, and a BBB credit rating.

• Portfolio optimization led to $525.3M in property sales and significant deleveraging.

• Raised $418M in capital, completed property acquisitions, and advanced value-add renovation initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, ratifying KPMG LLP as auditor, and an advisory say-on-pay resolution.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for 2026 are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of ten members, eight of whom are independent; annual elections and mandatory retirement age in place.

• Board committees (Audit, Compensation, Nominating, Investment, Risk) are fully independent.

• Board diversity emphasized, with an average tenure of 6 years and average age of 64.

• Lead Independent Director role and regular executive sessions ensure independent oversight.

• Stock ownership guidelines, anti-hedging, and clawback policies are enforced.