irt-defa14a_20200513.htm



☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12



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Important Notice of Availability of Proxy Materials for the Stockholder Meeting of INDEPENDENCE REALTY TRUST, INC. To Be Held On Wednesday, May 13, 2020 at 9:00 a.m. EDT 1835 Market Street, Suite 2601, Philadelphia, PA 19103 COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER This stockholder meeting notice and communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 05/01/20. Please visit http://www.astproxyportal.com/ast/18286/, where the following materials are available for view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report TO REQUEST MATERIAL: TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials TO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM EDT the day before the meeting date. IN PERSON: You may vote your shares in person by attending the Annual Meeting. For directions to the Annual Stockholder Meeting, you may contact IRT's Investor Relations at (212) 277-4322. MAIL: You may request a card by following the instructions above. The purpose of the meeting is to consider and act on the following: 1. ELECTION OF DIRECTORS Scott F. Schaeffer William C. Dunkelberg Richard D. Gebert Melinda H. McClure Mack D. Pridgen III DeForest B. Soaries, Jr. 2. THEBOARDOFDIRECTORSRECOMMENDS:AVOTEFORRATIFICATIONOFTHEAPPOINTMENTOF KPMG LLPAS THE COMPANY’S INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020. 3. THE BOARD OF DIRECTORS RECOMMENDS: A VOTE FOR THE ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. 4. THE BOARD OF DIRECTORS RECOMMENDS: A VOTE FOR EVERY YEAR AS THE FREQUENCY OF FUTUREADVISORY VOTES ON THE COMPANY’S EXECUTIVE COMPENSATION. 5. TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THEE ANNUAL MEETING OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF IN THE DISCRETION OF THE PROXY HOLDER. Please note that you cannot use this notice to vote by mail.