Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At Independence Realty Trust, Inc.s (
IRT
) Annual Meeting of
Stockholders held on May 12, 2016, pursuant to the Notice of Annual Meeting of Stockholders and
Proxy Statement (the
Proxy Statement
) dated March 31, 2016 filed March 31, 2016 with the
Securities and Exchange Commission, the stockholders of IRT approved a proposal to amend and
restate the IRT Long Term Incentive Plan (the
LTIP
), including increasing the number of
IRTs shares of common stock authorized for issuance under the LTIP and extending the term of the
LTIP, and to terminate the IRT Independent Directors Compensation Plan (the
IDCP
Termination
). The description of the terms and conditions of the LTIP and the IDCP
Termination set forth in the Proxy Statement under the caption PROPOSAL 3. APPROVAL OF THE
AMENDMENT AND RESTATEMENT OF THE LTIP AND THE TERMINATION OF THE INDEPENDENT DIRECTORS PLAN is
incorporated herein by reference. Copies of the LTIP and the IDCP Termination are attached hereto
as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
1
Item 5.07. Submission of Matters to a Vote of Security Holders
At IRTs Annual Meeting of Stockholders held on May 12, 2016 pursuant to the Proxy Statement, the
voting results were as follows:
(a)
Proposal 1.
Each of the following nominees was elected to the Board of
Directors as follows:
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Director
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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Scott F. Schaeffer
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29,862,566
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302,070
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83,871
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12,170,527
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William C.
Dunkelberg
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29,694,291
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463,530
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90,686
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12,170,527
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Robert F. McCadden
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29,572,591
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589,532
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86,384
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12,170,527
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Mack D. Pridgen III
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29,858,123
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300,206
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90,178
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12,170,527
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Richard H. Ross
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29,877,784
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278,333
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92,390
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12,170,527
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DeForest B. Soaries
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29,541,412
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617,042
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90,053
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12,170,527
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Sharon M. Tsao
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29,563,278
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606,384
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78,845
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12,170,527
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(b)
Proposal 2.
The proposal to approve the selection of KPMG LLP as IRTs independent
registered public accounting firm for the fiscal year ending December 31, 2016 was approved as
follows:
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Votes for
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41,666,331
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Votes against
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625,478
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Votes abstain
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127,225
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Broker non-votes
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0
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(c)
Proposal 3.
The proposal to amend and restate the LTIP and to terminate the IRT
Independent Directors Compensation Plan was approved as follows:
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Votes for
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28,503,828
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Votes against
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1,557,874
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Votes abstain
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186,805
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Broker non-votes
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12,170,527
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2