Independence Realty Trust (IRT) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, with voting on director elections, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• 2025 financial highlights include $57.7M net income, $1.17 CFFO per share, $0.67 dividends per share, and 2.4% same-store NOI growth.

• Completed 2,003 unit renovations with a 15.3% ROI, refinanced 2026/2027 debt maturities, and repurchased 1.9M shares for $30M.

• Capital recycling included two property sales and three acquisitions, with proceeds used for higher-growth investments and debt reduction.

Voting matters and shareholder proposals

• Election of nine directors for terms expiring at the 2027 annual meeting.

• Ratification of KPMG LLP as independent auditor for 2026.

• Advisory votes on executive compensation and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Procedures for shareholder proposals and director nominations for the 2027 meeting outlined.

Board of directors and corporate governance

• Board will reduce to nine members post-meeting; seven of nine nominees are independent.

• Board committees include Audit, Compensation, Nominating, Investment, and Risk, all with independent chairs.

• Annual board and committee self-assessments, mandatory retirement age, and limits on outside board service.

• Lead Independent Director role in place when CEO is also Chair.